exv10w1









    Exhibit 10.1



 


 




    EQUITY
    INTEREST AND ASSET PURCHASE AGREEMENT

    among

    WCA WASTE CORPORATION,

    WCA OF MASSACHUSETTS, LLC,

    WCA OF OHIO, LLC,

    LIVE EARTH LLC,

    CHAMPION CITY RECOVERY, LLC,

    BOXER REALTY REDEVELOPMENT, LLC,

    SUNNY FARMS LANDFILL, LLC,

    and

    NEW AMSTERDAM & SENECA RAILROAD COMPANY, LLC.

    December 9, 2009



 













 








    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    1. Transfer of Equity Interests and Transferred Assets;
    Delivery of Other Assets and Consideration


	
 
	 
	
    1
	 

	
 
	
 
	
    1.1
	
 
	
    Specified Interests and Assets
	
 
	 
	
    1
	 

	
 
	
 
	
    1.2
	
 
	
    Assumption of Certain Liabilities
	
 
	 
	
    2
	 

	
 
	
 
	
    1.3
	
 
	
    Interests and Assets Free and Clear of Liens
	
 
	 
	
    2
	 

	
 
	
 
	
    1.4
	
 
	
    Closing
	
 
	 
	
    2
	 

	
 
	
 
	
    1.5
	
 
	
    Working Capital Adjustment
	
 
	 
	
    3
	 

	

    2. Purchase Price


	
 
	 
	
    4
	 

	
 
	
 
	
    2.1
	
 
	
    Payment of Purchase Price
	
 
	 
	
    4
	 

	
 
	
 
	
    2.2
	
 
	
    Earn-Out Shares
	
 
	 
	
    4
	 

	
 
	
 
	
    2.3
	
 
	
    Closing Shares
	
 
	 
	
    6
	 

	
 
	
 
	
    2.4
	
 
	
    Adjustments to Escrow Shares
	
 
	 
	
    6
	 

	

    3. Representations and Warranties of the Live Earth Parties


	
 
	 
	
    6
	 

	
 
	
 
	
    3.1
	
 
	
    Due Organization
	
 
	 
	
    7
	 

	
 
	
 
	
    3.2
	
 
	
    Authorization, Validity and Effect of Agreements;
    Non-Contravention
	
 
	 
	
    7
	 

	
 
	
 
	
    3.3
	
 
	
    Equity Interests of the Live Earth Companies
	
 
	 
	
    7
	 

	
 
	
 
	
    3.4
	
 
	
    Obligations to Issue or Sell Equity Interests
	
 
	 
	
    7
	 

	
 
	
 
	
    3.5
	
 
	
    Subsidiaries
	
 
	 
	
    8
	 

	
 
	
 
	
    3.6
	
 
	
    Predecessor Status; etc
	
 
	 
	
    8
	 

	
 
	
 
	
    3.7
	
 
	
    Financial Statements
	
 
	 
	
    8
	 

	
 
	
 
	
    3.8
	
 
	
    Liabilities and Obligations
	
 
	 
	
    8
	 

	
 
	
 
	
    3.9
	
 
	
    Approvals
	
 
	 
	
    9
	 

	
 
	
 
	
    3.10
	
 
	
    Accounts and Notes Receivable
	
 
	 
	
    9
	 

	
 
	
 
	
    3.11
	
 
	
    Permits and Intangibles
	
 
	 
	
    9
	 

	
 
	
 
	
    3.12
	
 
	
    Personal Property and Leases
	
 
	 
	
    9
	 

	
 
	
 
	
    3.13
	
 
	
    Customers; Contracts and Commitments
	
 
	 
	
    9
	 

	
 
	
 
	
    3.14
	
 
	
    Real Property
	
 
	 
	
    10
	 

	
 
	
 
	
    3.15
	
 
	
    Insurance
	
 
	 
	
    11
	 

	
 
	
 
	
    3.16
	
 
	
    Employment Matters
	
 
	 
	
    11
	 

	
 
	
 
	
    3.17
	
 
	
    Parachute Provisions
	
 
	 
	
    11
	 

	
 
	
 
	
    3.18
	
 
	
    Benefit Plans; ERISA Compliance
	
 
	 
	
    11
	 

	
 
	
 
	
    3.19
	
 
	
    Conformity with Law
	
 
	 
	
    12
	 

	
 
	
 
	
    3.20
	
 
	
    Taxes
	
 
	 
	
    12
	 

	
 
	
 
	
    3.21
	
 
	
    Completeness; No Defaults
	
 
	 
	
    13
	 

	
 
	
 
	
    3.22
	
 
	
    Government Contracts
	
 
	 
	
    13
	 

	
 
	
 
	
    3.23
	
 
	
    Absence of Changes
	
 
	 
	
    13
	 

	
 
	
 
	
    3.24
	
 
	
    Deposit Accounts; Powers of Attorney
	
 
	 
	
    14
	 

	
 
	
 
	
    3.25
	
 
	
    Proprietary Rights
	
 
	 
	
    14
	 

	
 
	
 
	
    3.26
	
 
	
    Relations with Governments
	
 
	 
	
    15
	 

	
 
	
 
	
    3.27
	
 
	
    Environmental Matters
	
 
	 
	
    15
	 

	
 
	
 
	
    3.28
	
 
	
    No Broker’s or Finder’s Fees
	
 
	 
	
    16
	 

	
 
	
 
	
    3.29
	
 
	
    Litigation
	
 
	 
	
    16
	 

	
 
	
 
	
    3.30
	
 
	
    Proxy Statement; Disclosure
	
 
	 
	
    17
	 






    

    i








 







	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    4. Representations and Warranties of the WCA Parties


	
 
	 
	
    17
	 

	
 
	
 
	
    4.1
	
 
	
    Organization; Standing and Power
	
 
	 
	
    17
	 

	
 
	
 
	
    4.2
	
 
	
    Capitalization
	
 
	 
	
    17
	 

	
 
	
 
	
    4.3
	
 
	
    Authorization, Validity and Effect of Agreements;
    Non-contravention
	
 
	 
	
    18
	 

	
 
	
 
	
    4.4
	
 
	
    SEC Reports; Financial Statements
	
 
	 
	
    18
	 

	
 
	
 
	
    4.5
	
 
	
    Litigation
	
 
	 
	
    19
	 

	
 
	
 
	
    4.6
	
 
	
    Insurance
	
 
	 
	
    19
	 

	
 
	
 
	
    4.7
	
 
	
    Conformity with Law
	
 
	 
	
    19
	 

	
 
	
 
	
    4.8
	
 
	
    Relations with Governments
	
 
	 
	
    19
	 

	
 
	
 
	
    4.9
	
 
	
    Contracts and Commitments
	
 
	 
	
    20
	 

	
 
	
 
	
    4.10
	
 
	
    Absence of Certain Changes or Events
	
 
	 
	
    20
	 

	
 
	
 
	
    4.11
	
 
	
    Proxy Statement
	
 
	 
	
    21
	 

	
 
	
 
	
    4.12
	
 
	
    Required Vote
	
 
	 
	
    21
	 

	
 
	
 
	
    4.13
	
 
	
    Financial Capability
	
 
	 
	
    21
	 

	
 
	
 
	
    4.14
	
 
	
    Valid Issuance of the Securities
	
 
	 
	
    21
	 

	
 
	
 
	
    4.15
	
 
	
    Offering
	
 
	 
	
    21
	 

	

    5. Covenants of Both Parties


	
 
	 
	
    21
	 

	
 
	
 
	
    5.1
	
 
	
    Live Earth Tax Covenants
	
 
	 
	
    21
	 

	
 
	
 
	
    5.2
	
 
	
    Regulatory and Other Approvals
	
 
	 
	
    22
	 

	
 
	
 
	
    5.3
	
 
	
    Interim Conduct of the Business
	
 
	 
	
    22
	 

	
 
	
 
	
    5.4
	
 
	
    WCA Parent’s Approval of Certain Transactions
	
 
	 
	
    22
	 

	
 
	
 
	
    5.5
	
 
	
    Stockholder Meeting
	
 
	 
	
    23
	 

	
 
	
 
	
    5.6
	
 
	
    Proxy Statement
	
 
	 
	
    23
	 

	
 
	
 
	
    5.7
	
 
	
    NASDAQ Listing
	
 
	 
	
    24
	 

	
 
	
 
	
    5.8
	
 
	
    Pre-Closing Access
	
 
	 
	
    24
	 

	
 
	
 
	
    5.9
	
 
	
    Employee Matters
	
 
	 
	
    24
	 

	
 
	
 
	
    5.10
	
 
	
    Live Earth Business
	
 
	 
	
    25
	 

	
 
	
 
	
    5.11
	
 
	
    Notice of Developments
	
 
	 
	
    25
	 

	
 
	
 
	
    5.12
	
 
	
    Exclusivity
	
 
	 
	
    25
	 

	
 
	
 
	
    5.13
	
 
	
    Confidentiality
	
 
	 
	
    25
	 

	
 
	
 
	
    5.14
	
 
	
    Publicity
	
 
	 
	
    25
	 

	
 
	
 
	
    5.15
	
 
	
    Legal Requirements
	
 
	 
	
    25
	 

	
 
	
 
	
    5.16
	
 
	
    Further Assurances
	
 
	 
	
    25
	 

	
 
	
 
	
    5.17
	
 
	
    Unwinding of Transaction
	
 
	 
	
    26
	 

	
 
	
 
	
    5.18
	
 
	
    Bank Lenders Approval
	
 
	 
	
    26
	 

	
 
	
 
	
    5.19
	
 
	
    Landfill Closure; Bonds
	
 
	 
	
    27
	 

	
 
	
 
	
    5.20
	
 
	
    Intercreditor Agreement with Comerica
	
 
	 
	
    27
	 

	
 
	
 
	
    5.21
	
 
	
    Financial Statements
	
 
	 
	
    27
	 

	
 
	
 
	
    5.22
	
 
	
    Real Property Documents
	
 
	 
	
    27
	 






    ii








 







	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    6. Survival of Covenants, Representations and Warranties;
    Indemnification


	
 
	 
	
    27
	 

	
 
	
 
	
    6.1
	
 
	
    Survival of Covenants, Representations, and Warranties
	
 
	 
	
    27
	 

	
 
	
 
	
    6.2
	
 
	
    Indemnification by Live Earth
	
 
	 
	
    27
	 

	
 
	
 
	
    6.3
	
 
	
    Indemnification by the WCA Parties
	
 
	 
	
    28
	 

	
 
	
 
	
    6.4
	
 
	
    Notice and Defense of Third Party Claims
	
 
	 
	
    28
	 

	
 
	
 
	
    6.5
	
 
	
    Payment and Interest
	
 
	 
	
    29
	 

	
 
	
 
	
    6.6
	
 
	
    Limits of Liability
	
 
	 
	
    29
	 

	

    7. Conditions to Closing


	
 
	 
	
    30
	 

	
 
	
 
	
    7.1
	
 
	
    Conditions to the WCA Parties’ Obligations
	
 
	 
	
    30
	 

	
 
	
 
	
    7.2
	
 
	
    Conditions to the Live Earth Parties’ Obligations
	
 
	 
	
    32
	 

	

    8. Termination


	
 
	 
	
    33
	 

	
 
	
 
	
    8.1
	
 
	
    Termination
	
 
	 
	
    33
	 

	
 
	
 
	
    8.2
	
 
	
    Effect of Termination
	
 
	 
	
    34
	 

	

    9. Certain Definitions


	
 
	 
	
    34
	 

	

    10. General


	
 
	 
	
    38
	 

	
 
	
 
	
    10.1
	
 
	
    Costs
	
 
	 
	
    38
	 

	
 
	
 
	
    10.2
	
 
	
    Entire Agreement
	
 
	 
	
    38
	 

	
 
	
 
	
    10.3
	
 
	
    Counterparts
	
 
	 
	
    38
	 

	
 
	
 
	
    10.4
	
 
	
    Notices
	
 
	 
	
    38
	 

	
 
	
 
	
    10.5
	
 
	
    Modification or Waiver
	
 
	 
	
    39
	 

	
 
	
 
	
    10.6
	
 
	
    Binding Effect and Assignment
	
 
	 
	
    39
	 

	
 
	
 
	
    10.7
	
 
	
    Governing Law; Venue
	
 
	 
	
    39
	 

	
 
	
 
	
    10.8
	
 
	
    Section Headings
	
 
	 
	
    39
	 

	
 
	
 
	
    10.9
	
 
	
    Severability
	
 
	 
	
    39
	 

	
 
	
 
	
    10.10
	
 
	
    Drafting
	
 
	 
	
    39
	 

	
 
	
 
	
    10.11
	
 
	
    References
	
 
	 
	
    39
	 

	
 
	
 
	
    10.12
	
 
	
    Calendar Days, Weeks, Months and Quarters
	
 
	 
	
    39
	 

	
 
	
 
	
    10.13
	
 
	
    Gender; Plural and Singular
	
 
	 
	
    39
	 

	
 
	
 
	
    10.14
	
 
	
    Cumulative Rights
	
 
	 
	
    39
	 

	
 
	
 
	
    10.15
	
 
	
    No Implied Covenants
	
 
	 
	
    40
	 

	
 
	
 
	
    10.16
	
 
	
    Indirect Action
	
 
	 
	
    40
	 

	
 
	
 
	
    10.17
	
 
	
    Attorneys’ Fees
	
 
	 
	
    40
	 

	
 
	
 
	
    10.18
	
 
	
    Time of the Essence
	
 
	 
	
    40
	 

	
 
	
 
	
    10.19
	
 
	
    No Third-Party Beneficiaries
	
 
	 
	
    40
	 









 


	 	 	 
	

    Exhibits


	
 
	
 

	 

	

    Exhibit A


	
 
	
    Earn-Out Escrow Agreement

	

    Exhibit B


	
 
	
    Closing Shares Escrow Agreement

	

    Exhibit C


	
 
	
    Bill of Sale and Assignment and Assumption Agreement

	

    Exhibit D


	
 
	
    Registration Rights Agreement

	

    Exhibit E


	
 
	
    Voting Agreement











    iii








 








    EQUITY
    INTEREST AND ASSET PURCHASE AGREEMENT



 



    THIS EQUITY INTEREST AND ASSET PURCHASE AGREEMENT (this
    “Agreement”) is made effective the
    9th day of December, 2009, among WCA Waste Corporation, a
    Delaware corporation (“WCA Parent”), WCA
    of Massachusetts, LLC, a Delaware limited liability company
    (“WCA Massachusetts”), WCA of Ohio, LLC,
    a Delaware limited liability company (“WCA
    Ohio” and, together with WCA Massachusetts,
    “WCA Subs”), Live Earth LLC, an Ohio
    limited liability company (“Live
    Earth”), Champion City Recovery, LLC, a
    Massachusetts limited liability company
    (“CC”), Boxer Realty Redevelopment, LLC
    a Massachusetts limited liability company
    (“BR”), Sunny Farms Landfill, LLC, an
    Ohio limited liability company (“SF”)
    and New Amsterdam & Seneca Railroad Company, LLC, an
    Ohio limited liability company (“NA”),
    (WCA Parent and WCA Subs are collectively referred to as the
    “WCA Parties;” and Live Earth, CC, BR,
    SF and NA are collectively referred to as the “Live
    Earth Parties”).



 




    R E C I T
    A L S:



 



    WHEREAS, Live Earth is the sole record and beneficial
    owner of all of the issued and outstanding limited liability
    company interests of each of (i) SF that owns and operates
    a landfill located in Fostoria, Ohio; (ii) NA that owns the
    right to operate a short line rail; (iii) CC that owns and
    operates a waste transfer station and leases certain property in
    Brockton, Massachusetts; and (iv) BR that owns real
    property in Brockton, Massachusetts relating to the operations
    of CC; (the foregoing entities referred to collectively as the
    “Live Earth Companies”), and the limited
    liability company interests of the Live Earth Companies owned by
    Live Earth (the “Equity Interests”)
    represent all of the authorized, issued and outstanding equity
    interests of each of SF, NA, CC and BR; and



 



    WHEREAS, Live Earth wishes to sell and WCA Massachusetts
    wishes to buy all of the Equity Interests in each of the Live
    Earth Companies other than SF; and



 



    WHEREAS, Live Earth wishes to sell and WCA Ohio wishes to
    buy all of the Equity Interests in SF; and



 



    WHEREAS, Live Earth wishes to sell and assign and the WCA
    Subs wish to buy and assume the Transferred Assets (as defined
    below) and the Assumed Liabilities (as defined below).



 




    A G R E E
    M E N T:



 



    NOW, THEREFORE, in consideration of the premises and of
    the mutual agreements set forth below, and for other good and
    valuable consideration, the receipt and sufficiency of which are
    hereby acknowledged, the Parties hereby agree as follows,
    intending to be legally bound hereby:



 



    1.  Transfer of Equity Interests and Transferred
    Assets; Delivery of Other Assets and Consideration



 



    1.1  Specified Interests and
    Assets.  Subject to the terms and conditions
    of this Agreement, effective as of the Closing Date (as
    hereinafter defined) the parties will take the following
    actions, and shall transfer ownership of the Equity Interests
    and Transferred Assets described herein, and shall further
    deliver the consideration specified below and take the further
    actions required of them under this Agreement:



 



    (a) Live Earth shall assign, convey, transfer and deliver
    to WCA Massachusetts 100% of the Equity Interests in NA, CC and
    BR.



 



    (b) Live Earth shall assign, convey, transfer and deliver
    to WCA Ohio 100% of the Equity Interests in SF.



 



    (c) Live Earth shall assign, convey, transfer and deliver
    to the WCA Subs the assets of Live Earth that are listed on
    Schedule 1.1(c) hereto (the “Transferred
    Assets”) and such Transferred Assets.



 



    (d) Live Earth shall assign, convey, transfer and deliver
    to the WCA Subs the Current Assets and such Current Assets shall
    be allocated between the WCA Subs in the manner determined by
    the WCA Subs.





    

    1








 







    (e) WCA Parent will deliver the Purchase Price (defined
    below), on behalf of Live Earth, to the parties and in the
    manner set forth in Section 2.1 below.



 



    1.2  Assumption
    of Certain Liabilities.



 



    (a) Assumed Liabilities.  As of the
    Closing Date, WCA Massachusetts shall assume and thereafter pay,
    discharge or perform, as appropriate, the liabilities and
    obligations of Live Earth as follows:



 



    (i) the liabilities and obligations arising after the
    Closing Date under the contracts included in the Transferred
    Assets provided that such liabilities do not relate to any
    period or event occurring prior to the Closing Date;



 



    (ii) the liabilities and obligations under the operating
    leases and equipment leases set forth on
    Schedule 1.2(a)(ii);



 



    (iii) the liabilities and obligations under the Licenses
    included in the Transferred Assets to be performed on or after
    the Closing Date;



 



    (iv) the liabilities and obligations in respect of the
    Transferred Assets to the extent accruing on or after the
    Closing Date including but not limited to those set forth on
    Schedule 1.2(a)(iv); and



 



    (v) the liabilities and obligations arising under the
    Current Liabilities.



 



    (All such liabilities and obligations to be so assumed by WCA
    Massachusetts are referred to herein as the “Assumed
    Liabilities”.)



 



    (b) Retained Liabilities.  With the
    exception of the Assumed Liabilities, the WCA Parties shall not,
    by the execution and performance of this Agreement, or
    otherwise, assume or otherwise be responsible for any liability
    or obligation of Live Earth of any nature, or claims of such
    liability or obligation, matured or unmatured, liquidated or
    unliquidated, fixed or contingent, or known or unknown, whether
    arising out of occurrences prior to, at or after the date
    hereof, including, without limitation, any liability or
    obligation of Live Earth:



 



    (i) for any Taxes with respect to any period;



 



    (ii) for any leases other than any operating leases and
    equipment leases included in the Assumed Liabilities;



 



    (iii) relating to, resulting from or arising out of any
    former operation of Live Earth that has been discontinued or
    disposed of prior to the Closing Date;



 



    (iv) for “severance pay” or any other payment to
    any Live Earth Company Employee (as defined below) or former
    employee resulting from anything done prior to the Closing;



 



    (v) relating to any real estate taxes, utilities, water and
    sewer charges; or



 



    (vi) incurred in connection with the negotiation,
    preparation and execution of this Agreement and the transactions
    contemplated hereby and any fees and expenses of counsel,
    accountants, brokers, financial advisors or other experts of
    Live Earth.



 



    (All such liabilities and obligations, or claims of such
    liabilities or obligations are referred to herein collectively
    as the “Retained Liabilities”.)



 



    (c) Live Earth shall assume, pay or otherwise satisfy in
    full, promptly when due, all Retained Liabilities.



 



    1.3  Interests
    and Assets Free and Clear of Liens.  All of
    the Equity Interests and Transferred Assets and all other
    properties and assets of all types to be conveyed or transferred
    hereunder shall be delivered hereunder free and clear of all
    liens and encumbrances, except for Permitted Liens.



 



    1.4  Closing.  Subject
    to the satisfaction or waiver of the conditions to the Closing
    set forth in Article 7 below, the closing of the
    transactions contemplated hereby shall take place (in person or
    via facsimile) at the offices of Andrews Kurth LLP, 600 Travis,
    Suite 4200, Houston, Texas 77002, at 10:00 a.m.,
    Houston, Texas






    

    2








 







    time, on the first business day following the day on which the
    last to be fulfilled or waived of the conditions set forth in
    Article 7, or at such other time or place, as shall be
    agreed upon by the Parties (which time and place are designated
    as the “Closing” and the date on which
    the Closing occurs is designated as the “Closing
    Date”).



 



    1.5  Working
    Capital Adjustment.



 



    (a) Not less than five (5) days prior to Closing, the
    Live Earth Parties shall provide to the WCA Parties an estimate
    of the working capital of the Live Earth Companies in accordance
    with Schedule 1.5(a) and the basis for making the
    computations of Current Assets and Current Liabilities reflected
    in such schedule (the “Worksheet”),
    which shall represent the estimated working capital as of the
    Closing Date (the “Estimated Working
    Capital”). For the purposes of this
    Section 1.5, Current Liabilities does not include the
    liabilities to be paid off at the Closing in accordance with
    Sections 2.1(b), 2.1(c) and 2.1(d). At Closing, WCA Parent
    shall pay Live Earth an amount in cash equal to ninety percent
    (90%) of the Estimated Working Capital (the
    “Estimated Working Capital Payment
    Amount”), which shall be calculated in accordance
    with this Section 1.5(a).



 



    (b) Within 120 days after the Closing Date, the WCA
    Parties shall deliver to the Live Earth Parties a statement (the
    “Statement”) setting forth what it
    believes are the actual Current Assets and Current Liabilities
    as of the Closing Date (the “Actual Working
    Capital”). The WCA Parties will prepare the
    Statement using the Worksheet in accordance with the provisions
    of this Agreement and consistent with the Worksheet. The
    Statement shall contain a supporting schedule detailing the
    proposed Actual Working Capital, and be accompanied with copies
    of the work papers and back up materials used by the WCA Parties
    in preparing the Statement. If the Actual Working Capital
    exceeds the Estimated Working Capital Payment Amount, the WCA
    Parties shall pay to Live Earth, within fifteen (15) days
    from the date of delivery of the Statement, an amount in cash
    equal to the difference between the Actual Working Capital and
    the Estimated Working Capital Payment Amount. If the Actual
    Working Capital is less than the Estimated Working Capital
    Payment Amount, Live Earth shall promptly pay to the WCA
    Parties, within fifteen (15) days from the date of delivery
    of the Statement, an amount in cash equal to the difference
    between the Estimated Working Capital Payment Amount and the
    Actual Working Capital.



 



    (c) Live Earth and its accounting representatives will be
    entitled to examine the work papers related to the preparation
    of the Statement and to discuss the preparation of the Statement
    with the WCA Parties’ accounting personnel. If Live Earth
    disagrees with the calculation of the Actual Working Capital, it
    must deliver to the WCA Parties, within 30 days after the
    date the WCA Parties delivered the Statement to Live Earth, a
    written description of each such disagreement. The WCA Parties
    and Live Earth will negotiate in good faith to resolve any such
    disagreements. If, after a period of 30 days following the
    date on which such written description is delivered, Live Earth
    and the WCA Parties have not resolved each such disagreement,
    then either Live Earth or the WCA Parties will be entitled to
    submit such disagreements to Grant Thornton LLP (the
    “Disputes Auditor”) so long as such
    submitting party provides written notice of such submission to
    the nonsubmitting party. Within seven days after receipt of such
    written notice, Live Earth and the WCA Parties will each deliver
    to the Disputes Auditor a written settlement offer setting forth
    its calculation of the Actual Working Capital (each, a
    “Settlement Offer”). The WCA Parties
    will grant (and will cause each of the Live Earth Companies to
    grant) to the Disputes Auditors reasonable access to the WCA
    Parties and the Live Earth Companies’ books and records.
    The WCA Parties will cause their accounting personnel to discuss
    with the Disputes Auditor the preparation of the Statement and
    the calculation of Actual Working Capital and to grant to the
    Disputes Auditor reasonable access to the work papers of the WCA
    Parties’ accountants and accounting personnel. The Disputes
    Auditor will resolve the disagreements within 30 days after
    the date on which they are engaged or as soon thereafter as
    possible. The calculation of the Actual Working Capital by the
    Disputes Auditor will be binding upon the Parties. The cost of
    the services of the Disputes Auditor will be borne by the Party
    whose Settlement Offer differs the most from the working capital
    (i.e., the difference of Current Assets minus Current
    Liabilities) as finally determined by the Disputes Auditor. If
    both Settlement Offers differ equally, such cost will be borne
    half by Live Earth and half by the WCA Parties. If any Party
    fails to deliver a Settlement Offer in accordance with this
    Section 1.5(c), such cost will be borne by such Party.





    

    3








 







    2.  Purchase Price



 



    2.1  Payment
    of Purchase Price.  Upon the terms and
    conditions set forth in this Agreement, in consideration of the
    transfer of the Equity Interests and the Transferred Assets and
    the covenants and agreements set forth in Article 5, the
    aggregate consideration to be paid by WCA Parent (collectively,
    the “Purchase Price”) shall be:



 



    (a) an amount in cash equal to $2,000,000 to be delivered
    to Live Earth by wire transfer of immediately available funds to
    an account designated by Live Earth, in accordance with
    Schedule 2.1(a) (the “Cash Purchase
    Price”);



 



    (b) payment of an amount up to $15,800,000 in satisfaction
    of both Live Earth’s indebtedness to Comerica Bank, a Texas
    banking association (“Comerica”), set
    forth on Schedule 2.1(b) by wire transfer of immediately
    available funds to an account designated by Comerica (the
    “Comerica Payment”) and its obligations
    under the Consent Order and Final Judgment with the State of
    Ohio filed with the Seneca County Court of Common Pleas;



 



    (c) an amount in cash equal to $750,000, a portion of which
    shall be paid in satisfaction of certain equipment notes set
    forth on Schedule 2.1(c), which equipment note pay-offs
    will be wired directly to the respective lenders by WCA Parent;



 



    (d) payment of an amount up to $200,000 in satisfaction of
    Live Earth’s other indebtedness designated by Live Earth,
    by wire transfer of immediately available funds to an account
    designated by Live Earth (the “Other Indebtedness
    Payment”);



 



    (e) Earn-Out Certificates representing the right to receive
    up to 2,000,000 shares of WCA Parent’s common stock
    (the “Earn-Out Shares”) shall be placed
    into an escrow account (the “Earn-Out
    Escrow”) in accordance with Section 2.2;



 



    (f) 3,555,556 shares of WCA Parent’s common stock
    to be issued into an escrow account (the “Closing
    Shares Escrow” and, together with the Earn-Out
    Escrow, the “Escrow Funds”) in
    accordance with Section 2.3 for the benefit of the parties
    set forth on Schedule 2.1(f) (the “Closing
    Shares” and, together with the Earn-Out Shares, the
    “Securities”); and



 



    (g) the assumption by the WCA Subs of the Assumed
    Liabilities.



 



    Live Earth hereby acknowledges that a portion of the Purchase
    Price shall be payable directly to the Persons as set forth in
    Schedule 2.1(f) (the “Seller
    Parties”) in lieu of direct payment to Live Earth
    for distribution to such Seller Parties. In connection herewith,
    Live Earth hereby waives any and all manner of action, claims,
    causes of action, losses, debts and collections it may have with
    respect to any Purchase Price paid to the Seller Parties as set
    forth in this Agreement and the schedules hereto.
    Notwithstanding the foregoing, the stock certificates
    representing the Closing Shares shall be placed in escrow in
    accordance with Section 2.3.



 



    The Purchase Price shall be allocated to the Transferred Assets,
    Equity Interests and Assumed Liabilities as agreed by the
    Parties as soon as reasonably practicable following Closing, and
    the Parties each agree to file all tax returns only in
    accordance with such agreed allocation.



 



    2.2  Earn-Out
    Shares.



 



    (a) Certificates (the “Earn-Out
    Certificates”) representing the right to receive
    the Earn-Out Shares will be deposited by WCA Parent at the
    Closing with Bank of Texas, N. A. (the “Escrow
    Agent”) in accordance with the terms and conditions
    of an escrow agreement, in substantially the form attached
    hereto as Exhibit A (the “Earn-Out Escrow
    Agreement”), and will be distributed by the Escrow
    Agent in accordance with Section 2.2(b). If on or before
    December 31, 2012, (i) the business operated using the
    Transferred Assets and by the Live Earth Companies (the
    “Live Earth Business”) achieves $6.25
    Million in EBITDA for any four consecutive fiscal quarters and
    (ii) the WCA Parties shall have obtained the OH EPA
    Approval described in Section 5.17, then the Escrow Agent
    shall distribute an aggregate of 777,778 of the Earn-Out Shares
    to HBK Master Fund L.P, a Delaware limited partnership
    (“HBK Master”) Bernard Global Loan
    Investors, Ltd.






    

    4








 







    (“Bernard Global”) and Bernard National
    Loan Investors, Ltd. (“Bernard National”
    and, together with HBK Master and Bernard Global,
    “HBK/Bernard”), and 777,778 of the
    Earn-Out Shares to Live Earth Funding, LLC, an Ohio limited
    liability company (“Earn-Out 1”). If on
    or before December 31, 2012, (i) the Live Earth
    Business achieves $7.0 Million in EBITDA for any four
    consecutive fiscal quarters and (ii) the WCA Parties shall
    have obtained the OH EPA Approval described in
    Section 5.17, then the Escrow Agent shall distribute
    444,444 of the Earn-Out Shares to Brian Fenwick-Smith
    (“Earn-Out 2”). Notwithstanding anything
    to the contrary contained herein, if the Live Earth Business
    does not meet the respective EBITDA goals in connection with
    Earn-Out 1 or Earn-Out 2 by December 31, 2012 or if the OH
    EPA Approval is not obtained by WCA Parties and the parties are
    required to Unwind the Transaction pursuant to
    Section 5.17, then the Escrow Agent shall promptly
    distribute the Earn-Out Shares to WCA Parent and the WCA Parent
    shall not have any further obligation to issue any Earn-Out
    Shares to Live Earth Funding LLC, an Ohio limited liability
    company (“LEF”), HBK/Bernard or Brian
    Fenwick-Smith (“Fenwick-Smith”).



 



    (b) For purposes of this Section 2.2, on or before the
    45th day following the last day of each fiscal quarter other
    than the last fiscal quarter of WCA Parent’s fiscal year
    and on or before the 60th day following the last day of the last
    fiscal quarter of WCA Parent’s fiscal year (the
    “Determination Date”), WCA Parent shall
    determine the EBITDA (i) in the first such calculation, for
    the first full fiscal quarter following the Closing Date and
    (ii) in each subsequent calculation, cumulatively for the
    period of consecutive fiscal quarters including such first
    quarter, until such period reached four consecutive fiscal
    quarters, and thereafter on a rolling four quarters basis (the
    “Periodic EBITDA Determination”). Not
    later than ten (10) days after each Determination Date, WCA
    Parent shall provide LEF with a written notice setting forth in
    reasonable detail each such Periodic EBITDA Determination.
    Within fifteen (15) days after delivery of the first
    Periodic EBITDA Determination to include four consecutive fiscal
    quarters, and within fifteen (15) days after delivery of
    each Periodic EBITDA Determination thereafter, LEF shall review
    such EBITDA calculations and provide WCA Parent with written
    notice of any objection thereto, which objections shall be in
    reasonable detail (the “Objection
    Notice”). In the event that WCA Parent does not
    receive the Objection Notice within such fifteen (15) day
    period, then LEF, HBK/Bernard and Fenwick-Smith shall be deemed
    to have irrevocably accepted such calculations and
    determinations. In the event that WCA Parent receives the
    Objection Notice during such fifteen (15) day period, LEF
    and WCA Parent shall enter into good faith negotiations to
    resolve any objections. In the event that LEF and WCA Parent
    cannot reach agreement on the EBITDA calculations within thirty
    (30) days after the Determination Date, LEF and WCA Parent
    shall refer the matter to the Disputes Auditor for a decision,
    which shall be final and binding on all Parties. WCA Parent and
    LEF agree that they will request the Disputes Auditor to render
    its decision within thirty (30) days after referral of the
    dispute to the Disputes Auditor for decision pursuant hereto.
    Before referring a matter to the Disputes Auditor, WCA Parent
    and LEF shall agree on procedures to be followed by the Disputes
    Auditor (including procedures for presentation of evidence). If
    WCA Parent and LEF are unable to agree upon procedures before
    the end of thirty (30) days after receipt of notice of any
    objections pursuant to this Section 2.2 the Disputes
    Auditor shall establish procedures giving due regard to the
    intention of the parties to resolve disputes as quickly,
    efficiently and inexpensively as possible. The Disputes
    Auditor’s procedures may be, but need not be, those
    proposed by WCA Parent or LEF. WCA Parent and LEF shall, as
    promptly as practicable, submit evidence in accordance with the
    procedures agreed upon or established by the Disputes Auditor,
    and the Disputes Auditor shall decide the dispute in accordance
    therewith as promptly as practicable. The fees and expenses of
    the Disputes Auditor for, and relating to, the making of any
    such decision shall be paid by LEF; provided, however, that in
    the event the Disputes Auditor determines that WCA Parent
    incorrectly calculated EBITDA and such miscalculation results in
    the issuance of additional Earn-Out Shares than the number of
    Earn-Out Shares that would have been issued based on the initial
    calculations of WCA Parent, then WCA Parent shall pay such fees
    and expenses of the Disputes Auditor. The determination of the
    Disputes Auditor as to the resolution of any dispute shall be in
    writing and shall be binding and conclusive upon all Parties.



 



    (c) Not later than ten (10) days after delivery of a
    Periodic EBITDA Determination for a four consecutive fiscal
    quarter period in which the EBITDA goals for Earn-Out 1
    and/or
    Earn-Out 2 have been met, or, if applicable, within ten
    (10) days after determination by agreement or by a Disputes
    Auditor that such EBITDA goals have been met, WCA Parent shall
    provide the Escrow Agent and LEF with a written notice setting
    forth the number of Earn-Out Certificates representing the right
    to receive Earn-Out Shares that will be distributed






    

    5








 







    by the Escrow Agent to WCA Parent’s transfer agent so that
    the Escrow Shares will be issued to LEF, HBK/Bernard and
    Fenwick-Smith, as applicable.



 



    (d) At the Closing, WCA Parent shall provide an irrevocable
    instruction letter to its transfer agent directing the transfer
    agent to issue the Escrow Shares to LEF, HBK/Bernard
    and/or
    Fenwick-Smith, as applicable, promptly upon the receipt by the
    transfer agent of the Earn-Out Certificates representing the
    right to receive such Earn-Out Shares.



 



    2.3  Closing
    Shares.



 



    (a) The Closing Shares will be deposited by WCA Parent at
    the Closing with the Escrow Agent in accordance with the terms
    and conditions of an escrow agreement, in substantially the form
    attached hereto as Exhibit B (the
    “Closing Shares Escrow Agreement”
    and together with the Earn-Out Escrow Agreement, the
    “Escrow Agreements”), and will be
    distributed by the Escrow Agent in accordance with
    Section 2.3(b) and (c).



 



    (b) Promptly following the receipt of the OH EPA Approval
    described in Section 5.17, WCA Parent shall give written
    notice to the Escrow Agent authorizing the Escrow Agent to
    release 2,444,445 of the Closing Shares (the “Permit
    Shares”) from the Closing Shares Escrow to the
    parties set forth on Schedule 2.1(f) in the amounts set
    forth in the Closing Shares Escrow Agreement; provided,
    however, if the OH EPA Approval is not obtained pursuant to
    Section 5.17 of the Purchase Agreement and it is determined
    that the Live Earth Parties and the WCA Parties must Unwind the
    Closing pursuant to Section 5.17 of the Purchase Agreement,
    then the Escrow Agent shall promptly return all Permit Shares to
    WCA.



 



    (c) The remaining 1,111,111 of the Closing Shares (the
    “Indemnification Shares”) shall be held
    in the Closing Shares Escrow to partially satisfy the
    indemnification obligations of Live Earth and the parties set
    forth on Schedule 2.1(f) pursuant to Article 6 and
    shall be held in the Closing Shares Escrow pursuant to the
    terms of the Closing Shares Escrow Agreement and
    Section 6.5.



 



    2.4  Adjustments
    to Escrow Shares.  If, at any time subsequent
    to the issuance of the Securities or the Earn-Out Certificates
    and prior to the date that no Closing Shares or Earn-Out
    Certificates remain held in an Escrow Fund, the number of shares
    of WCA Parent’s common stock are proportionately increased
    or decreased, changed or converted into or exchanged for a
    different number or kind of shares of stock or other securities
    of WCA Parent or of another corporation or other property,
    including cash (whether as a result of a stock split, stock
    dividend, combination or exchange of shares, exchange for other
    securities, reclassification, reorganization, redesignation,
    merger, consolidation, recapitalization or otherwise), then any
    Closing Shares held in an Escrow Fund or Earn-Out Shares
    issuable in exchange for Earn-Out Certificates held in an Escrow
    Fund shall be adjusted in a manner to appropriately and
    equitably reflect any such increase or decrease, change,
    conversion or exchange in the manner set forth in the Escrow
    Agreement with respect to such Closing Shares or Earn-Out Shares
    issuable in exchange for Earn-Out Certificates, as applicable.



 



    3.  Representations and Warranties of the Live
    Earth Parties



 



    Prior to or upon the execution of this Agreement, Live Earth has
    delivered to the WCA Parties a schedule (the “Live
    Earth Disclosure Schedule”) setting forth, among
    other things, items the disclosure of which is necessary or
    appropriate either in response to an express disclosure
    requirement contained in any provision hereof or as an exception
    to one or more representations or warranties contained in
    Article 3 or one or more of its covenants contained in
    Article 5. The inclusion of any information in the Live
    Earth Disclosure Schedule shall not be deemed to be an admission
    or acknowledgment, in and of itself, that such information is
    required by the terms hereof to be disclosed, is material to the
    Live Earth Parties, has resulted in or would result in a
    Material Adverse Effect, or is outside the ordinary course of
    business.





    

    6








 







    The Live Earth Parties make the following representations and
    warranties jointly and severally, and represent and warrant that
    all of the following representations and warranties are true as
    of the date of this Agreement and shall be true on the Closing
    Date:



 



    3.1  Due
    Organization.



 



    (a) Each of the Live Earth Companies is a limited liability
    company, duly formed, validly existing and in good standing
    under the laws of its state of organization, and has all
    requisite limited liability company authority to carry on its
    business in the places and in the manner as now conducted. The
    records and minutes books of each of Live Earth Company, as
    heretofore made available to WCA Parent, are correct and
    complete with respect to matters occurring on and after
    January 1, 2008, and will be delivered to WCA Parent at the
    Closing.



 



    (b) Live Earth is a limited liability company, duly
    organized, validly existing and in good standing under the laws
    of the State of Ohio, and has all requisite limited liability
    company authority to carry on its business in the places and in
    the manner as now conducted or as proposed to be conducted. The
    records and minutes books of Live Earth, as heretofore made
    available to WCA Parent, are correct and complete.



 



    3.2  Authorization,
    Validity and Effect of Agreements; Non-Contravention.



 



    (a) The execution and delivery of this Agreement by each
    Live Earth Party and the performance of the transactions
    contemplated herein by each Live Earth Party have been duly and
    validly authorized by each Live Earth Party. This Agreement
    constitutes, and all agreements and documents contemplated
    hereby when executed and delivered pursuant hereto
    (collectively, the “Transaction
    Documents”) for value received will constitute, the
    valid and legally binding obligations of the Live Earth Parties
    enforceable in accordance with their terms, subject to
    (i) applicable bankruptcy, insolvency or other similar laws
    relating to creditor’s rights generally and
    (ii) general principles of equity, regardless of whether
    considered in a proceeding in equity or at law.



 



    (b) The execution and delivery of this Agreement by the
    Live Earth Parties and each of the other Transaction Document to
    which such Live Earth Parties are parties does not, and the
    consummation of the transactions contemplated hereby by the Live
    Earth Parties will not, except as set forth on Section 3.2
    or Section 3.9 of the Live Earth Disclosure Schedule,
    (i) result in the breach of any term or provision of, or
    constitute a default under, or result in the acceleration of or
    entitle any party to accelerate, terminate or modify (whether
    after the giving of notice or the lapse of time or both) any
    obligation under, or result in the creation or imposition of any
    Lien (defined below) upon any part of the property of the Live
    Earth Parties or any of the Live Earth Companies pursuant to any
    provision of any order, judgment, arbitration award, injunction,
    decree, indenture, mortgage, lease, license, lien, or other
    agreement or instrument to which any Live Earth Party is a party
    or by which it is bound; or (ii) violate or conflict with
    any provision of the respective Certificates of Limited
    Partnership, Articles of Organization, Agreements of Limited
    Partnership or Operating Agreement, each as amended to the date
    hereof and as applicable, of the Live Earth Parties, except with
    respect to (i) for any such event that is not reasonably
    expected to have a Material Adverse Effect on the Live Earth
    Parties.



 



    3.3  Equity
    Interests of the Live Earth Companies.  All of
    the limited liability company interests of the Live Earth
    Companies are set forth on Section 3.3 of the Live Earth
    Disclosure Schedule. All of the limited liability company
    interests of the Live Earth Companies have been duly authorized
    and validly issued, are fully paid and nonassessable, are owned
    of record and beneficially by Live Earth in the percentages set
    forth in Section 3.3 of the Live Earth Disclosure Schedule,
    and, except as set forth on Section 3.3 of the Live Earth
    Disclosure Schedule, are free and clear of all Liens,
    encumbrances and claims of every kind.



 



    3.4  Obligations
    to Issue or Sell Equity Interests.  Except as
    set forth on Section 3.4 of the Live Earth Disclosure
    Schedule, no right of first refusal, option, warrant, call,
    conversion right or commitment of any kind exists which
    obligates any Live Earth Company to issue any of its authorized
    but unissued limited liability company interests or other
    securities or equity interests. Except as set forth on
    Section 3.4 of the Live Earth Disclosure Schedule, in
    addition, there are no (a) outstanding securities or
    obligations which are convertible into or exchangeable for any
    limited liability company interests or other securities of any
    Live






    

    7








 







    Earth Company, or (b) contracts, arrangements or
    commitments, written or otherwise, under which any Live Earth
    Company is or may become bound to sell or otherwise issue any of
    its limited liability company interests or other securities or
    equity interests. Without limiting the generality of the
    foregoing, except as set forth on Section 3.4 of the Live
    Earth Disclosure Schedule, there is no valid basis upon which
    any Person (other than Live Earth) may claim to be in any way
    the record or beneficial owner of, or to be entitled to acquire
    (of record or beneficially), any limited liability company
    interest or other security or equity interest of any Live Earth
    Company, and no Person has made or, to the Knowledge of the Live
    Earth Parties, threatened to make any such claim. In addition,
    no Live Earth Company has any obligation (contingent or
    otherwise) to purchase, redeem or otherwise acquire any of its
    limited liability company interests or other securities or
    equity interests therein or to pay any dividend or make any
    distribution in respect thereof.



 



    3.5  Subsidiaries.  No
    Live Earth Company (a) presently owns, of record or
    beneficially, or controls, directly or indirectly, any capital
    stock, securities convertible into capital stock, membership
    interest, partnership interest, limited partnership interest or
    any other equity interest in any corporation, limited liability
    company, partnership, limited partnership, association or
    business entity; or (b) is, directly or indirectly, a
    participant in any joint venture, partnership or other
    non-corporate entity, save and except any joint venture solely
    with another Live Earth Company.



 



    3.6  Predecessor
    Status; etc.  To the Knowledge of the Live
    Earth Parties, set forth on Section 3.6 of the Live Earth
    Disclosure Schedule is a list of all of the names of all
    predecessors of each Live Earth Company, including the names of
    any entities from whom each Live Earth Company previously
    acquired significant assets or with whom each Live Earth Company
    merged. To the Knowledge of the Live Earth Parties, except as
    disclosed in Section 3.6 of the Live Earth Disclosure
    Schedule, no Live Earth Company has ever been a subsidiary or
    division of another company nor been a part of an acquisition
    which was later rescinded.



 



    3.7  Financial
    Statements.



 



    (a) the Live Earth Parties have furnished to the WCA
    Parties the selected internal unaudited financial statements
    (balance sheet and statement of operations) of the Live Earth
    Companies as, at and for the fiscal years ended
    December 31, 2004, December 31, 2005,
    December 31, 2006 and December 31, 2007 (collectively,
    the “Unaudited Financial Statements”)
    and the audited financial statements (balance sheet, statement
    of operations and statement of cash flows) of the Live Earth
    Companies as, at and for the fiscal year ended December 31,
    2008 (the “Live Earth Financial
    Statements”).



 



    (b) the Live Earth Parties have furnished to the WCA
    Parties the internal monthly unaudited financial statements
    (balance sheet, statement of operations and statement of cash
    flows) of the Live Earth Companies as, at and for the ten month
    period ended October 31, 2009 (the “Interim Live
    Earth Financial Statements”).



 



    (c) the Live Earth Financial Statements and the Interim
    Live Earth Financial Statements, collectively, in all material
    respects fairly set forth the financial condition and operating
    results of the Live Earth Companies as of the dates indicated,
    and the results of its operations as of the dates and for the
    periods indicated, and are in accordance with GAAP, except as
    may be otherwise specified in such financial statements or the
    notes thereto or in Sections 3.7(a) and 3.7(b) of the Live
    Earth Disclosure Schedule and except that unaudited financial
    statements may not contain all footnotes required by GAAP. Since
    January 1, 2008, the Live Earth Companies have maintained a
    standard system of accounting established in accordance with
    GAAP. Since January 1, 2008 and to the Knowledge of the
    Live Earth Parties, there are no significant deficiencies or
    material weaknesses in the internal controls over financial
    reporting of the Live Earth Companies.



 



    (d) To the Knowledge of the Live Earth Parties and except
    as set forth on Section 3.7(d) of the Live Earth Disclosure
    Schedule , the Unaudited Financial Statements in all material
    respects fairly set forth the financial condition and operating
    results of the Live Earth Companies as of the dates indicated,
    and the results of its operations as of the days and for the
    periods indicated.



 



    3.8  Liabilities
    and Obligations.  Except as set forth in the
    balance sheet of the Live Earth Parties as of October 31,
    2009 (the “Latest Balance Sheet Date”)
    or as set forth in Section 3.8 of the Live Earth Disclosure
    Schedule, the Live Earth Parties do not have any liabilities of
    any kind, character and description, whether






    

    8








 







    accrued, obsolete, secured or unsecured, contingent or
    otherwise, except (i) to the extent clearly and accurately
    reflected and accrued for or fully reserved against in the
    Interim Live Earth Financial Statements, (ii) for
    liabilities and obligations which have arisen after the Latest
    Balance Sheet Date in the ordinary course of business consistent
    with past custom and practice or (iii) liabilities that
    would not reasonably be expected to have a Material Adverse
    Effect on the Live Earth Parties.



 



    3.9  Approvals.  Except
    as set forth on Section 3.9 of the Live Earth Disclosure
    Schedule, no authorization, consent or approval of, or
    registration or filing with, any Governmental or Regulatory
    Authority or any other Person is or was required to be obtained
    or made by the Live Earth Parties or any Live Earth Company in
    connection with the execution, delivery or performance of this
    Agreement or any of the Transaction Documents.



 



    3.10  Accounts
    and Notes Receivable.  Set forth on
    Section 3.10 of the Live Earth Disclosure Schedule is an
    accurate list of the Live Earth Companies’ accounts and
    notes receivable as of the date hereof, including receivables
    from and advances to their respective employees and to any other
    Live Earth Party or an Affiliate thereof, an aging of all such
    accounts and notes receivable showing amounts due in
    30-day aging
    categories for each Live Earth Company and a list of all names,
    account numbers and amounts for such accounts and receivables.
    To the Knowledge of the Live Earth Parties, such accounts and
    notes of the Live Earth Companies are collectible in the amounts
    shown on Section 3.10 of the Live Earth Disclosure
    Schedule, except as fully reserved for in the Interim Live Earth
    Financial Statements. On the Closing Date, the Live Earth
    Parties will deliver an update to Section 3.10 of the Live
    Earth Disclosure Schedule which shall be an accurate list of the
    Live Earth Companies’ accounts and notes receivable as of
    the Closing Date.



 



    3.11  Permits
    and Intangibles.



 



    (a) To the Knowledge of the Live Earth Parties, the Live
    Earth Parties hold all certificates of need, permits, titles
    (including motor vehicle titles and current registrations), fuel
    permits, Licenses, orders, approvals, franchises and
    certificates (“Permits”) (other than
    those relating to environmental matters, which are exclusively
    covered in Section 3.27) as are adequate for the operation
    of the Live Earth Companies, as presently constituted other than
    would not reasonably be expected to have a Material Adverse
    Effect on the Live Earth Parties and no Live Earth Party has
    received notice of violation of such Permits.



 



    (b) The Live Earth Parties have delivered to the WCA
    Parties a description and copies as of the date of this
    Agreement, of all of the Live Earth Companies’ material
    reports, notifications, pending permit applications and
    engineering studies filed or submitted or required to be filed
    or submitted to governmental agencies, any other governmental
    approvals or applications for approval and of all material
    notifications from such governmental agencies with respect to
    the Permits, in each case with respect to such items that have
    been received or obtained by the Live Earth Parties since
    January 1, 2008 or which are otherwise in the possession of
    the Live Earth Parties.



 



    3.12  Personal
    Property and Leases.  Section 3.12 of the
    Live Earth Disclosure Schedule sets forth an accurate list and a
    complete description as of the date hereof of all of the
    personal property and leases for equipment used by the Live
    Earth Companies in excess of $5,000 per annum. All assets used
    by the Live Earth Companies are either owned by a Live Earth
    Company or leased as indicated on Section 3.12 of the Live
    Earth Disclosure Schedule. Except as described on
    Section 3.12 of the Live Earth Disclosure Schedule or for
    Permitted Liens, there are no Liens or encumbrances on any
    personal property or assets owned by any Live Earth Company. On
    the Closing Date, the Live Earth Parties may deliver an update
    to Section 3.12 of the Live Earth Disclosure Schedule which
    shall be an accurate list and a complete description as of the
    Closing Date of all of the personal property and leases for
    equipment used by the Live Earth Companies in excess of $5,000
    per annum.



 



    3.13  Customers;
    Contracts and Commitments.



 



    (a) Section 3.13(a) of the Live Earth Disclosure sets
    forth the names and addresses of all of the customers of the
    Live Earth Companies as of the date hereof. To the Knowledge of
    the Live Earth Parties, the consummation of the transactions
    contemplated by this Agreement will not have an Material Adverse
    Effect






    

    9








 







    on the business relationship of the Live Earth Companies with
    any customer and the Live Earth Parties have received no notice
    to such effect.



 



    (b) Section 3.13(b) of the Live Earth Disclosure
    Schedule sets forth a true and complete list of the following
    Live Earth Companies’ contracts, agreements and other
    instruments and arrangements (i) by which any Live Earth
    Company is bound or (ii) to which any Live Earth Company is
    a party (the “Contracts”):



 



    (i) arrangements relating to providing solid waste
    collection, transportation or disposal services to any Person or
    entity in excess of $50,000;



 



    (ii) Licenses, Permits and other material arrangements
    concerning or relating to real estate;



 



    (iii) employment, consulting, collective bargaining or
    other similar arrangements relating to or for the benefit of
    current agents and independent contractors or consultants;



 



    (iv) agreements and instruments relating to the borrowing
    of money or obtaining of or extension of credit;



 



    (v) brokerage or finder’s agreements;



 



    (vi) contracts involving a sharing of profits or expenses;



 



    (vii) acquisition or divestiture agreements;



 



    (viii) service or operating agreements, manufacturer’s
    representative agreements or distributorship agreements in
    excess of $12,000;



 



    (ix) arrangements limiting or restraining any Live Earth
    Company from engaging or competing in any lines of business or
    with any Person;



 



    (x) leases for personal property requiring aggregate annual
    payments in excess of $12,000;



 



    (xi) any arrangement with any labor union;



 



    (xii) any settlement or similar agreement with continuing
    financial or compliance obligations to any Live Earth
    Company; and



 



    (xiii) any other agreements or arrangements that are
    material to the operation of the Live Earth Companies.



 



    3.14  Real
    Property.  Except as set forth on
    Section 3.14 of the Live Earth Disclosure Schedule:



 



    (a) the Live Earth Companies own good and marketable title
    to their respective real property described on Section 3.14
    of the Live Earth Disclosure Schedule (respectively, each
    “Live Earth Company’s Real
    Property”), free and clear of any Lien, other than
    the Permitted Liens, and no Person has an option to purchase all
    or any portion of such real property; provided that promptly
    following the delivery by the Title Insurer of the
    commitment for title insurance referred to in Section 5.22,
    the Live Earth Parties may update Section 3.14 of the Live
    Earth Disclosure Schedule to reflect the information regarding
    the Live Earth Company’s Real Property received from the
    Title Insurer;



 



    (b) No Live Earth Company’s Real Property is subject
    to any pending to the Knowledge of the Live Earth Parties or
    threatened, condemnation Proceedings against all or part thereof;



 



    (c) To the Knowledge of the Live Earth Parties, no Live
    Earth Company has ever granted any Person or entity a lease,
    sublease, license, concession, or other right, written or oral,
    to use or occupy such Live Earth Company’s Real Property,
    nor has any Live Earth Company ever entered into an option,
    right of first refusal, or other agreement that would permit any
    Person to purchase all or part of such Live Earth Company’s
    Real Property;



 



    (d) No Live Earth Company has ever owned, occupied, or
    conducted operations on any lands, other than that respective
    Live Earth Company’s Real Property; and





    

    10








 







    (e) No Live Earth Company has ever entered into an option,
    right of first refusal or other agreement that would permit or
    obligate such Live Earth Company to purchase any real property.



 



    3.15  Insurance.  Set
    forth on Section 3.15 of the Live Earth Disclosure Schedule
    is a list of all policies covering general liability, excess
    liability, product liability, auto liability, foreign liability,
    all-risk property or environmental liability of the Live Earth
    Companies, as well as an accurate list of: (a) all of their
    respective insurance loss runs and worker’s compensation
    claims received since January 1, 2008; (b) all open
    claims; and (c) to the Knowledge of the Live Earth Parties,
    all circumstances reasonably likely to result in a claim. All
    such policies are currently in full force and effect and shall
    remain in full force and effect through the Closing Date. Except
    as set forth on Section 3.15 of the Live Earth Disclosure
    Schedule, no insurance policy of any Live Earth Company has ever
    been canceled, and no Live Earth Company has ever been denied
    insurance coverage.



 



    3.16  Employment
    Matters.  Section 3.16 of the Live Earth
    Disclosure Schedule contains a list of all employees engaged to
    perform services for the Live Earth Companies (the
    “Live Earth Company Employees”). Prior
    to the Closing Date, the Live Earth Parties have delivered to
    the WCA Parties a schedule setting forth the annual
    compensation, hourly wages, daily rate of pay, sick pay and
    other benefits for all Live Earth Company Employees. The Live
    Earth Companies have paid in full to all of their respective
    employees all wages, salaries, commissions on jobs finished,
    bonuses and other direct compensation due and payable as of the
    date hereof for all services performed (including accrued
    vacation) as of the date hereof and all amounts required to be
    reimbursed to the Live Earth Company Employees. The Live Earth
    Companies are in material compliance with all federal, state,
    local and foreign laws and regulations respecting employment and
    employment practices, terms and conditions of employment and
    wages and hours.



 



    3.17  Parachute
    Provisions.  Set forth on Section 3.17 of
    the Live Earth Disclosure Schedule is a list of any and all of
    the Live Earth Companies’ employment agreements and any
    other agreements containing “parachute” provisions,
    and deferred compensation agreements (which shall be considered
    to be Retained Liabilities), together with copies of such plans,
    agreements and any trusts related thereto, and classifications
    of employees covered thereby as of the date hereof.



 



    3.18  Benefit
    Plans; ERISA Compliance.



 



    (a) Section 3.18(a) of the Live Earth Disclosure
    Schedule contains a list of each “employee pension
    benefit plan” (as defined in Section 3(2) of
    the Employee Retirement Income Security Act of 1974, as amended
    (“ERISA”)) (sometimes referred to in
    this Agreement as “Pension Plans”),
    “employee welfare benefit plans” (as defined in
    Section 3(1) of ERISA) (sometimes referred to in this
    Section 3.18 as “Welfare Plans”) or
    any other Benefit Plans, as defined below maintained by any Live
    Earth Company with respect to the Live Earth Company Employees.



 



    (b) No Live Earth Company maintains any Pension Plan or
    Benefit Plan intended to be a tax qualified plan described
    Section 401(a) of the Code, and no such plan is or has been
    subject to the minimum funding rules of Code Section 412 or
    ERISA Section 302, or the plan termination insurance
    provisions of Title IV of ERISA.



 



    (c) There are no voluntary employee benefit associations
    maintained by any Live Earth Company and intended to be exempt
    from federal income tax under Section 501(c)(9) of the Code.



 



    (d) Neither the execution of this Agreement nor the
    consummation of the transactions contemplated by this Agreement
    will give rise to, or trigger, any change of control, severance
    or other similar provisions in any Pension Plan, Welfare Plan or
    Benefit Plan that will obligate the Live Earth Companies to make
    such payment. The consummation of any transaction contemplated
    by this Agreement will not result in any: (i) payment
    (whether of severance pay or otherwise) becoming due from the
    Live Earth Companies to any of their respective officers,
    employees, former employees or directors or to the trustee under
    any “rabbi trust” or similar
    arrangement; (ii) benefit under any Benefit Plan applicable
    to the Live Earth Companies being established or becoming
    accelerated, vested or payable; or (iii) payment or series
    of payments by any Live Earth Company, directly or indirectly,
    to any Person that would constitute a “parachute
    payment” within the






    

    11








 







    meaning of Section 280G of the Code (other than as set
    forth under Section 3.17 of the Live Earth Disclosure
    Schedule).



 



    (e) No Live Earth Company provides any material
    post-retirement medical, health, disability or death protection
    coverage or contribute to or maintain any employee welfare
    benefit plan which provides for medical, health, disability or
    death benefit coverage following termination of employment by
    any officer, director or employee except as is required by
    Section 4980B(f) of the Code or other applicable statute,
    nor has any Live Earth Company made any representations,
    agreements, covenants or commitments to provide that coverage.



 



    (f) With respect to any Welfare Plan applicable to the Live
    Earth Companies, (i) each such Welfare Plan that is a group
    health plan, as such term is defined in Section 5000(b)(1)
    of the Code, complies in all material respects with any
    applicable requirements of Part 6 of Title I of ERISA
    and Section 4980B(f) of the Code and (ii) each such
    Welfare Plan (including any such plan covering retirees or other
    former employees) may be amended or terminated with respect to
    health benefits without material liability to any Live Earth
    Company on or at any time after the Closing Date.



 



    (g) All contributions by any Live Earth Company required by
    law or by a collective bargaining or other agreement to be made
    under any Pension Plan, Welfare Plan or Benefit Plan with
    respect to all periods through the Closing Date, including a pro
    rata share of contributions due for the current plan year, will
    have been made by such date.



 



    (h) No Live Earth Company has, nor will any Live Earth
    Company have, any liability or obligation for taxes, penalties,
    contributions, losses, claims, damages, judgments, settlement
    costs, expenses, costs, or any other liability or liabilities of
    any nature whatsoever arising out of or in any manner relating
    to any Pension Plan, Welfare Plan or Benefit Plan (including but
    not limited to employee benefit plans such as foreign plans
    which are not subject to ERISA), that has been, or is,
    contributed to by any entity, whether or not incorporated, which
    is deemed to be under common control (as defined in
    Section 414 of the Code), with any such Live Earth Company.



 



    3.19  Conformity
    with Law.  Except as set forth on
    Section 3.19 of the Live Earth Disclosure Schedule:



 



    (a) Each Live Earth Company has complied in all material
    respects with, and no Live Earth Company is in material default
    under, any ruling, directive, order, award, judgment or decree
    of any Governmental or Regulatory Authority except where such
    failure would not be reasonably expected to have a Material
    Adverse Effect on the Live Earth Parties.



 



    (b) There are no Proceedings pending or, to the Knowledge
    of the Live Earth Parties, threatened, against or affecting any
    Live Earth Company, at law or in equity, or before or by any
    Governmental or Regulatory Authority and no notice of any
    Proceeding, pending or, to the Knowledge of the Live Earth
    Parties, threatened, has been received by any Live Earth Company
    that would reasonably be expected to have a Material Adverse
    Effect on such Live Earth Company.



 



    (c) Since January 1, 2008, the Live Earth Companies
    have conducted and are conducting their respective operations in
    material compliance with the Law, and no Live Earth Company has
    received any notification of any asserted present or past
    unremedied failure by it to comply with any Law, in either case
    that would reasonably be expected to have a Material Adverse
    Effect on such Live Earth Company.



 



    3.20  Taxes.



 



    (a) Each Live Earth Company has timely filed all federal
    and other material Tax Returns that it was required to file for
    all taxable periods in all jurisdictions in which each Live
    Earth Company has established a taxable presence beginning after
    December 31, 2007, and ending on or before the Closing
    Date, and has paid all material Taxes. Except as set forth on
    Section 3.20 of the Disclosure Schedule, none of the Live
    Earth Companies has waived any statute of limitations in respect
    of Taxes or agreed to an extension of time with respect to a Tax
    assessment or deficiency for any taxable period beginning after
    December 31, 2007. None of the Tax Returns for any Live
    Earth Company for any taxable period beginning after
    December 31, 2007 is currently the subject of audit by a
    Taxing authority.





    

    12








 







    (b) None of the Live Earth Companies is a party to any Tax
    allocation or sharing agreement. None of the Live Earth
    Companies has been a member of an affiliated group filing a
    consolidated federal Tax Return for any Taxable period beginning
    after December 31, 2007 and, except as set forth on
    Section 3.20 of the Live Earth Disclosure Schedule, no Live
    Earth Company has received written notice of any claim, whether
    pending or threatened, for Taxes for any taxable period
    beginning after December 31, 2007; there are no requests
    for rulings in respect of any Taxable period beginning after
    December 31, 2007 pending by any Live Earth Company with
    any Tax Authority; except as set forth on Section 3.20 of
    the Live Earth Disclosure Schedule, no material penalty or
    deficiency in respect of any Taxes which has been assessed
    against any Live Earth Company for any taxable period beginning
    after December 31, 2007 remains unpaid.



 



    (c) (i) No Live Earth Company is a subchapter
    S corporation within the meaning of Sections 1361 and
    1362 of the Internal Revenue Code of 1986, as amended
    (“Code”), (ii) Live Earth Company
    is, or owns any equity interests in, any “qualified
    subchapter S subsidiary” within the meaning of
    Sections 1361(b)(3)(B) and 1362 of the Code, (iii) to
    the Knowledge of the Live Earth Parties, since January 1,
    2008, each of SF, Live Earth Funding, LLC and NA are and always
    have been disregarded entities for U.S. federal income tax
    purposes, and (iv) to the Knowledge of the Live Earth
    Parties, since January 1, 2008, both CC and BR are and
    always have been partnerships for U.S. federal income tax
    purposes.



 



    (d) To the Knowledge of the Live Earth Parties, there are
    no Liens on any of the assets of any Live Earth Company that
    arose in connection with any failure (or alleged failure) to pay
    any Tax. Further, to the Knowledge of the Live Earth Parties,
    all of the assets of the Live Earth Companies and the
    Transferred Assets have been properly listed and described on
    the property tax rolls for all periods prior to and including
    the Closing Date, and no portion of the assets of the Live Earth
    Companies or the Transferred Assets constitute omitted property
    for property tax purposes.



 



    3.21  Completeness;
    No Defaults.  Except as set forth on
    Section 3.21 of the Live Earth Disclosure Schedule, Live
    Earth has made available to the WCA Parties true, correct and
    complete copies of: (a) the operating agreements, as
    amended, and record and minute books of each Live Earth Company
    with respect to matters occurring on or after January 1,
    2008 and (b) each lease, instrument, agreement, license,
    permit, certificate or other document that are included on
    Section 3.12, Section 3.13 and Section 3.14 of
    the Live Earth Disclosure Schedule (collectively, the
    “Delivered Documents”). No Live Earth
    Party hereto is in material default under any of the Delivered
    Documents.



 



    3.22  Government
    Contracts.  Except as set forth on
    Section 3.22 of the Live Earth Disclosure Schedule, no Live
    Earth Company is now, and since January 1, 2008, has not
    been, a party to any governmental contract subject to price
    redetermination or renegotiation.



 



    3.23  Absence
    of Changes.  Except as set forth in
    Section 3.23 of the Live Earth Disclosure Schedule, since
    September 30, 2009 there has not been:



 



    (a) any event having a Material Adverse Effect on the
    financial condition, assets, liabilities (contingent or
    otherwise), income or business of any Live Earth Company;



 



    (b) any damage, destruction or loss (whether or not covered
    by insurance), change in zoning, or change in any law, rule,
    regulation, ordinance, or permit condition, materially adversely
    affecting the properties or business of any Live Earth Company
    or any Transferred Asset with a value in excess of $20,000;



 



    (c) any change in the authorized or outstanding limited
    liability company interests of any Live Earth Company or any
    grant of any options, warrants, calls, conversion rights or
    commitments;



 



    (d) any declaration or payment of any dividend or
    distribution in respect of the limited liability company
    interests or any direct or indirect redemption, purchase or
    other acquisition of any of the limited liability company
    interests of any Live Earth Company;



 



    (e) any bonus or any increase in the compensation, sales
    commissions, fringe benefits or fee arrangement payable or to
    become payable by any Live Earth Company to any of its officers,
    directors, employees, consultants or agents or any change in the
    method by which sales commissions are calculated and paid;





    

    13








 







    (f) any work interruptions, labor grievances or claims
    filed or, to the Knowledge of the Live Earth Parties, any
    proposed law or regulation or any event or condition of any
    character, that could reasonably be expected to have a Material
    Adverse Effect on the business or future prospects of the Live
    Earth Companies;



 



    (g) any sale or transfer, or any agreement to sell or
    transfer, other than in the ordinary course, any assets,
    property or rights of any Live Earth Company to any Person;



 



    (h) any cancellation, or agreement to cancel, any
    indebtedness or other obligation owing to any Live Earth Company;



 



    (i) any plan, agreement or arrangement granting any
    preferential rights to purchase or acquire any interest in the
    assets, property or rights of any Live Earth Company or
    requiring consent of any party to the transfer and assignment of
    any such assets, property or rights;



 



    (j) any purchase or acquisition, or agreement, plan or
    arrangement to purchase or acquire, any property, rights or
    assets of any Live Earth Company;



 



    (k) any waiver of any material rights or claims of any Live
    Earth Company;



 



    (l) any breach, amendment, termination, notice of
    non-renewal or material changes in the terms and conditions of
    any material contract, agreement, license, permit or other right
    to which any Live Earth Company is a party that would reasonably
    be expected to have a Material Adverse Effect on any Live Earth
    Company; or



 



    (m) any transaction by any Live Earth Company outside the
    ordinary course of its business.



 



    3.24  Deposit
    Accounts; Powers of Attorney.



 



    (a) Set forth on Section 3.24(a) of the Live Earth
    Disclosure Schedule is a list, as of the date of this Agreement,
    of: (i) the name of each financial institution in which
    each such Live Earth Company has accounts or safe deposit boxes;
    (ii) the names in which such accounts or boxes are held;
    and (iii) the type of accounts.



 



    (b) No Person holds a general or special power of attorney
    from any Live Earth Company or any of its subsidiaries.



 



    (c) Set forth on Section 3.24(c) of the Live Earth
    Disclosure Schedule is a list of all financial assurance
    instruments issued by or on behalf of each Live Earth Company,
    including the names of the surety, the obligee and the obligor
    for each such instrument, the penal sum for each such
    instrument, the purpose of such instrument, and the termination
    or renewal date of each such instrument.



 



    3.25  Proprietary
    Rights.  Except as set forth on
    Section 3.25 of the Live Earth Disclosure Schedule, no Live
    Earth Company owns or has any right or interest in any
    registered trademarks, trade names, patents, patent applications
    or registered copyrights (“Intellectual
    Property”) or any license or assignment with
    respect thereto. No Live Earth Company has granted to any third
    party a License or other authorization to use any Intellectual
    Property of such Live Earth Company (except to any other one or
    more of the Live Earth Companies), except as set forth on
    Section 3.25 of the Live Earth Disclosure Schedule and no
    third party owns any ownership interest in or holds any claim,
    Lien or other encumbrance, on any Live Earth Company’s
    Intellectual Property. No Live Earth Party has received any
    notification that any Live Earth Company has infringed upon or
    is infringing upon, or has engaged in or is engaging in any
    unauthorized use or misappropriation of, any Intellectual
    Property owned by or belonging to any other Person that would
    reasonably be expected to have a Material Adverse Effect on such
    Live Earth Company; and there is no pending or, to the Knowledge
    of the Live Earth Parties, threatened claim, and no basis for
    the assertion of any valid claim, against any Live Earth Company
    with respect to any such infringement, unauthorized use or
    misappropriation. Except for software used in connection with
    the operation of the Live Earth Companies, no Live Earth Company
    has entered into any licensing agreements to use the
    Intellectual Property of third parties, and no Live Earth
    Company owes to any third parties royalties for the use of
    Intellectual Property.





    

    14








 







    3.26  Relations
    with Governments.  Since January 1, 2008,
    no Live Earth Company nor to the Knowledge of the Live Earth
    Parties, any shareholder, member, manager, director, officer,
    agent, employee or other person acting on behalf of any Live
    Earth Company, has used any funds of any Live Earth Company for
    improper or unlawful contributions, payments, gifts or
    entertainment, or made any improper or unlawful expenditures
    relating to political activity to domestic or foreign government
    officials or others. Each Live Earth Company has adequate
    financial controls to prevent such improper or unlawful
    contributions, payments, gifts, entertainment or expenditures.
    To the Knowledge of the Live Earth Parties, no Live Earth
    Company or any partner, shareholder, member, manager, director,
    officer, agent, employee or other person acting on behalf of any
    Live Earth Company, has accepted or received any improper or
    unlawful contributions, payments, gifts or expenditures. To the
    Knowledge of the Live Earth Parties, the Live Earth Companies
    have at all times complied, and are in compliance, in all
    material respects, with the Foreign Corrupt Practices Act and in
    all material respects with all foreign laws and regulations
    relating to prevention of corrupt practices.



 



    3.27  Environmental
    Matters.  The Live Earth Companies and the
    Live Earth Parties have delivered to the WCA Parties all of the
    material correspondence, agreements, notices or other documents
    related to the items set forth on Section 3.27 of the Live
    Earth Disclosure Schedule.



 



    Except as set forth in Section 3.27 of the Live Earth
    Disclosure Schedule:



 



    (a) the Live Earth Companies and all property (whether real
    or personal) which is or was formerly leased, used, operated,
    owned or managed in whole or in part in any manner by any Live
    Earth Company or any of its organizational predecessors
    (individually, any “Business Facility”,
    and collectively, the “Business
    Facilities”) and all operations of the Live Earth
    Companies and their respective Business Facilities, to the
    Knowledge of the Live Earth Parties, are in material compliance
    and have, to the Knowledge of the Live Earth Parties, been in
    material compliance with all applicable Environmental Laws;



 



    (b) each Live Earth Company and its Business Facilities has
    obtained and is in material compliance with all material
    permits, Licenses, registrations, approvals and other
    authorizations (including all applications for all of the
    foregoing) required under any Environmental Law for the business
    of such Live Earth Company as currently conducted (collectively,
    “Environmental Permits”), and
    Section 3.27(b) of the Live Earth Disclosure Schedule
    contains an accurate and complete listing of all of the Business
    Facilities and all of the material Environmental Permits of each
    Live Earth Company;



 



    (c) there is no present, or to the Knowledge of the Live
    Earth Parties, past event, condition or circumstance that may
    reasonably be expected to interfere with the conduct of any Live
    Earth Company’s business in the manner now conducted
    relating to such Live Earth Company’s compliance with
    Environmental Laws or which constitutes a material violation
    thereof, or which could reasonably be expected to have a
    Material Adverse Effect upon the Live Earth Parties;



 



    (d) during the term of each Live Earth Company’s
    ownership of or control of its Business Facilities (the
    “Ownership Term”), each Live Earth
    Company and its respective Business Facilities, and any
    operations thereon, have not been and are not currently subject
    to an Environmental Claim;



 



    (e) there are no Environmental Claims or investigations
    pending or, to the Knowledge of the Live Earth Parties,
    threatened, involving the release or threat of release of any
    Polluting Substances from or on (i) any Business Facility
    of any Live Earth Company, or (ii) any other property where
    Polluting Substances generated by any Live Earth Company or
    originating from any Business Facility of any Live Earth Company
    have been recycled, stored, treated, released or disposed, or
    (iii) any property to which Polluting Substances were
    transported by any Live Earth Company or (iv) any property
    on which any Live Earth Company performs or performed
    Remediation;



 



    (f) to the Knowledge of the Live Earth Parties, there are
    no Polluting Substances on any Business Facility of any Live
    Earth Company in an amount or concentration which would require
    reporting to any governmental authority or Remediation to comply
    with the requirements of Environmental Laws and which have not
    been so reported;





    

    15








 







    (g) to the Knowledge of the Live Earth Parties, no Live
    Earth Company has undertaken Remediation or other
    decontamination or cleanup of any facility or site or entered
    into any agreement or extended any offer for the payment of
    costs associated with such activity;



 



    (h) to the Knowledge of the Live Earth Parties, each Live
    Earth Company has filed all material notices, notifications,
    financial assurance, applications and all similar documents
    which are required to be obtained or filed for the operation of
    its business or the use or operation of any of its Business
    Facilities and has not received any notification that such
    filings are incomplete or insufficient;



 



    (i) to the Knowledge of the Live Earth Parties, there are
    no Environmental Claims for which any Live Earth Company has
    failed to notify its insurers within contractually required
    notice periods or for which insurers have denied coverage or
    reserved their rights to deny coverage;



 



    (j) to the Knowledge of the Live Earth Parties, there are
    no false or misleading statements in any current or prior
    Environmental Permit relating to any Live Earth Company or any
    of its Business Facilities;



 



    (k) except as set forth on Section 3.27(k) of the Live
    Earth Disclosure Schedule, the transactions contemplated by this
    Agreement will not require the amendment or transfer of any of
    the Environmental Permits;



 



    (l) no Live Earth Company is now, and to the Knowledge of
    the Live Earth Parties, no Live Earth Company is reasonably
    expected to be in the future (based solely upon the
    Environmental Laws as they exist on the Closing Date), as a
    result of the operation or condition of any Business Facility of
    any Live Earth Company or the businesses thereon as conducted
    since January 1, 2008 or at Closing, subject to any:
    (i) contingent liability in connection with any release or
    threatened release of Polluting Substances into the environment
    other than the normal or routine disposal of solid waste,
    whether on or off the Properties or any Business Facility of any
    Live Earth Company; (ii) reclamation, decontamination or
    Remediation requirements under Environmental Laws, or any
    reporting requirements related thereto, except for ordinary
    closure requirements under Environmental Laws; or
    (iii) consent order, compliance order or administrative
    order relating to or issued under any Environmental Law;



 



    (m) except as set forth on Section 3.27(m) of the Live
    Earth Disclosure Schedule, there are no obligations,
    undertakings or liabilities arising out of or relating to
    Environmental Laws which any Live Earth Company has agreed to,
    assumed or retained, by contract or otherwise, except as
    required by Environmental Law or referenced in the Environmental
    Permits; and



 



    (n) to the Knowledge of the Live Earth Parties, there are
    no, nor have there ever been any, storage tanks on or under any
    Business Facility of any Live Earth Company, and all Business
    Facilities of the Live Earth Companies containing such tanks
    during the Ownership Term has been remediated in compliance with
    all Environmental Laws.



 



    3.28  No
    Broker’s or Finder’s Fees.  No
    agent, broker, investment banker, person or firm has acted
    directly or indirectly on behalf of the Live Earth Parties or
    any Live Earth Company in connection with this Agreement or the
    transactions contemplated herein who will be entitled to any
    broker’s or finder’s fee or any other commission or
    similar fee or expense, directly or indirectly, in connection
    with this Agreement or the transactions contemplated herein.



 



    3.29  Litigation.  Except
    as set forth in Section 3.29 of the Live Earth Disclosure
    Schedule, there are no Proceedings pending or, to the Knowledge
    of the Live Earth Parties, threatened against any Live Earth
    Company, or challenging the validity or propriety of the
    transactions contemplated by this Agreement or any Environmental
    Permit or other permit or governmental authorization; to the
    Knowledge of the Live Earth Parties, there is no basis or ground
    for any such Proceedings; and there is no outstanding order,
    writ, injunction or decree of any court, administrative agency,
    governmental body or arbitration tribunal against any Live Earth
    Company or the Live Earth Parties or their respective assets,
    which relates to or could have a Material Adverse Effect on any
    Live Earth Company. Set forth on Section 3.29 of the Live
    Earth Disclosure Schedule are all Proceedings known to the Live
    Earth Parties or that have commenced since January 1, 2008






    

    16








 







    to which any Live Earth Company was a party, or which, to the
    Knowledge of the Live Earth Parties, were threatened against any
    Live Earth Company, or which relate in any manner to the assets
    of any Live Earth Company.



 



    3.30  Proxy
    Statement; Disclosure.  To the Knowledge of
    the Live Earth Parties, the representations and warranties
    contained in this Agreement and the Live Earth Disclosure
    Schedule do not include any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements herein and therein not misleading. Except as set
    forth on Section 3.30 of the Live Earth Disclosure
    Schedule, the information with respect to the Live Earth Parties
    that the Live Earth Parties furnish in writing to WCA Parent for
    use in the Proxy Statement (defined below), and any amendments
    or supplements thereto, when filed by WCA Parent with the
    Securities and Exchange Commission
    (“SEC”), or when distributed or
    otherwise disseminated to WCA Parent’s stockholders, will
    not contain any untrue statement of a material fact or omit to
    state a material fact required to be stated therein or necessary
    in order to make the statements made therein, in the light of
    the circumstances under which they were made, not misleading.



 



    4.  Representations and Warranties of the WCA
    Parties.  Prior to or upon the execution of this
    Agreement, the WCA Parties have delivered to Live Earth a
    schedule (the “WCA Parties’ Disclosure
    Schedule”) setting forth, among other things, items
    the disclosure of which is necessary or appropriate either in
    response to an express disclosure requirement contained in any
    provision hereof or as an exception to one or more
    representations or warranties contained in Article 4. The
    inclusion of any information in the WCA Disclosure Schedule
    shall not be deemed to be an admission or acknowledgment, in and
    of itself, that such information is required by the terms hereof
    to be disclosed, is material to the WCA Parties, has resulted in
    or would result in a Material Adverse Effect, or is outside the
    ordinary course of business.



 



    The WCA Parties make the following representations and
    warranties jointly and severally, and represent and warrant that
    all of the following representations and warranties are true as
    of the date of this Agreement and shall be true on the Closing
    Date:



 



    4.1  Organization;
    Standing and Power.  The WCA Parties are
    corporations duly organized, validly existing and in good
    standing under the laws of the State of Delaware and have all
    requisite power and authority to own, operate and lease its
    properties and to carry on its business in the places and in the
    manner as now being conducted. The WCA Subs are limited
    liability companies duly organized, validly existing and in good
    standing under the laws of its state of organization and have
    all requisite power and authority to own, operate and lease its
    properties and to carry on its business in the places and in the
    manner as now being conducted.



 



    4.2  Capitalization.



 



    (a) As of the date of this Agreement, the authorized
    capital stock of the WCA Parent consists of
    50,000,000 shares common stock and 8,000,000 shares of
    preferred stock. No other capital stock is authorized. As of
    December 8, 2009, there were 16,497,686 shares of WCA
    Parent common stock and 869,770 shares of WCA Parent
    preferred stock outstanding, and 1,073,957 shares of WCA
    common stock and no shares of WCA Parent preferred stock held in
    WCA Parent’s treasury. As of the date of this Agreement, no
    shares of WCA Parent common stock were reserved for issuance,
    except that 10,000,661 shares of WCA Parent common stock
    were reserved for issuance upon the conversion of WCA Parent
    preferred stock and the exercise of long-term stock awards,
    stock options and other equity-type rewards pursuant to the
    Third Amended and Restated 2004 WCA Waste Corporation Incentive
    Plan, effective as of June 1, 2005 (the “WCA
    Parent Stock Plan”). All of the issued and
    outstanding shares of WCA Parent common stock and preferred
    stock have been duly authorized and validly issued and are fully
    paid, nonassessable and free of preemptive rights, with no
    personal liability attaching to the ownership thereof. Except
    for the equity awards and WCA Parent preferred stock set forth
    above, the WCA Parent does not have and is not bound by any
    outstanding subscriptions, options, warrants, calls, commitments
    or agreements of any character calling for the purchase or
    issuance of any shares of WCA Parent common stock or any other
    equity securities of WCA Parent or any securities representing
    the right to purchase or otherwise receive any shares of WCA
    Parent common stock or preferred stock.





    

    17








 







    (b) Section 4.2(b) of the WCA Parties’ Disclosure
    Schedule attached hereto sets forth a true and correct list of
    all of WCA Parent’s Subsidiaries as of the date of this
    Agreement. WCA parent owns, directly or indirectly, all of the
    issued and outstanding shares of capital stock of each of the
    subsidiaries of the WCA Parent, free and clear of all Liens
    other than Permitted Liens, and all of such shares are duly
    authorized and validly issued and are fully paid, nonassessable
    and free of preemptive rights. No Subsidiary of the WCA Parent
    has or is bound by any outstanding subscriptions, options,
    warrants, calls, commitments or agreements of any character
    calling for the purchase or issuance of any shares of capital
    stock or any other equity security of such subsidiary or any
    securities representing the right to purchase or otherwise
    receive any shares of capital stock or any other equity security
    of such subsidiary.



 



    4.3  Authorization,
    Validity and Effect of Agreements; Non-contravention.



 



    (a) This Agreement constitutes, and all agreements and
    documents contemplated hereby when executed and delivered
    pursuant hereto for value received will constitute, the valid
    and legally binding obligations of the WCA Parties enforceable
    in accordance with their terms, subject to (i) applicable
    bankruptcy, insolvency or other similar laws relating to
    creditor’s rights generally and (ii) general
    principles of equity, regardless of whether considered in a
    proceeding in equity or at law.



 



    (b) The execution and delivery of this Agreement by the WCA
    Parties does not, and the consummation of the transactions
    contemplated hereby by the WCA Parties will not except as set
    forth on Section 4.3(b) of the WCA Parties’ Disclosure
    Schedule, (i) require the consent, approval or
    authorization of, or declaration, filing or registration with,
    any governmental or regulatory authority or any third party;
    (ii) result in the breach of any term or provision of, or
    constitute a default under, or result in the acceleration of or
    entitle any party to accelerate (whether after the giving of
    notice or the lapse of time or both) any obligation under, or
    result in the creation or imposition of any Lien upon any part
    of the property of the WCA Parties pursuant to any provision of
    any order, judgment, arbitration award, injunction, decree,
    indenture, mortgage, lease, license, lien, or other agreement or
    instrument to which any the WCA Parties is a party or by which
    it is bound; or (iii) violate or conflict with any
    provision of the respective Certificates of Incorporation or
    Bylaws, each as amended to the date hereof and as applicable, of
    the WCA Parties.



 



    4.4  SEC
    Reports; Financial Statements.



 



    (a) Since January 1, 2007, WCA Parent has filed all
    reports, schedules, forms, statements and other documents
    required to be filed by WCA Parent under the Securities Act of
    1933, as amended (the “Securities Act”),
    and the Securities Exchange Act of 1934, as amended (the
    “Exchange Act”), (the foregoing
    materials, including the exhibits thereto and documents
    incorporated by reference therein, being collectively referred
    to herein as the “SEC Reports”) on a
    timely basis or has received a valid extension of such time of
    filing and has filed any such SEC Reports prior to the
    expiration of any such extension. Except to the extent corrected
    by subsequent SEC Reports or amendments to a prior SEC Report,
    as of their respective dates, the SEC Reports complied in all
    material respects with the requirements of the Securities Act
    and the Exchange Act, as applicable, and none of the SEC
    Reports, when filed, contained any untrue statement of a
    material fact or omitted to state a material fact required to be
    stated therein or necessary in order to make the statements
    therein, in the light of the circumstances under which they were
    made, not misleading. The financial statements of WCA Parent
    included in the SEC Reports comply in all material respects with
    applicable accounting requirements and the rules and regulations
    of the SEC with respect thereto as in effect at the time of
    filing. Such financial statements have been prepared in
    accordance with GAAP, except as may be otherwise specified in
    such financial statements or the notes thereto and except that
    unaudited financial statements may not contain all footnotes
    required by GAAP, and fairly present in all material respects
    the financial position of the Company and its consolidated
    subsidiaries as of and for the dates thereof and the results of
    operations and cash flows for the periods then ended, subject,
    in the case of unaudited statements, to normal, immaterial,
    year-end audit adjustments.



 



    (b) WCA Parent maintains disclosure controls and procedures
    required by
    Rule 13a-15
    or 15d-15
    under the Exchange Act. Such disclosure controls and procedures
    are reasonably designed to ensure that information required to
    be disclosed by WCA Parent is recorded and reported on a timely
    basis to the individuals responsible for the preparation of WCA
    Parent’s filings with the SEC and other public disclosure
    documents.






    

    18








 







    The WCA Parties maintain internal control over financial
    reporting (as defined in
    Rule 13a-15
    or 15d-15,
    as applicable, under the Exchange Act). WCA Parent has completed
    an evaluation of the effectiveness of its internal control over
    financial reporting in compliance with Section 404 of the
    Sarbanes Oxley Act for the year ended December 31, 2008,
    and such evaluation concluded that such controls were effective.
    WCA Parent has disclosed and identified, based on the most
    recent evaluation of its chief executive officer and its chief
    financial officer prior to the date hereof, for WCA
    Parent’s auditors and the audit committee of WCA
    Parent’s board of directors (i) any significant
    deficiencies in the design or operation of its internal controls
    over financial reporting that are reasonably likely to adversely
    affect WCA Parent’s ability to record, process, summarize
    and report financial information, (ii) any material
    weaknesses in internal control over financial reporting and
    (iii) any fraud, whether or not material, that involves
    management or other employees who have a significant role in WCA
    Parent’s or its subsidiaries’ internal control over
    financial reporting.



 



    (c) Since the date of the latest unaudited financial
    statements included within the SEC Reports, there has been no
    event, occurrence or development that has had or that could
    reasonably be expected to result in a Material Adverse Effect
    with respect to WCA Parent. Since September 30, 2009, the
    WCA Parties each (i) has been operated in all material
    respects in the ordinary course of business and (ii) has
    not made any material changes in its respective capital or
    corporate structures.



 



    4.5  Litigation.  Except
    as set forth in the SEC Reports, there are no Proceedings
    pending or, to the Knowledge of the WCA Parties, threatened
    against any WCA Party, or challenging the validity or propriety
    of the transactions contemplated by this Agreement; to the
    Knowledge of the WCA Parties and the Live Earth Parties, there
    is no basis or ground for any such Proceedings; and there is no
    outstanding order, writ, injunction or decree of any court,
    administrative agency, governmental body or arbitration tribunal
    against any WCA Party or their respective agents, which relates
    to or would reasonably be expected to have a Material Adverse
    Effect on any WCA Party.



 



    4.6  Insurance.  The
    WCA Parties are presently insured, and since January 1,
    2007, have been insured, for reasonable amounts with financially
    sound and reputable insurance companies, against such risks as
    companies engaged in a similar business would, in accordance
    with good business practice, customarily be insured. Except as
    would not reasonably be expected to have a Material Adverse
    Effect on the WCA Parties, all of the insurance policies and
    bonds maintained by the WCA Parties outside the ordinary course
    of its business are in full force and effect, the WCA Parties
    are not in default thereunder and all material claims thereunder
    have been filed in due and timely fashion.



 



    4.7  Conformity
    with Law.



 



    (a) Except as set forth in the SEC Reports, there are no
    Proceedings pending or, to the Knowledge of the WCA Parties,
    threatened against or affecting any WCA Party, at law or in
    equity, or before or by any Governmental or Regulatory Authority
    and no notice of any Proceeding, pending or, to the Knowledge of
    the WCA Parties, threatened, has been received by any WCA Party
    that would reasonably be expected to have a Material Adverse
    Effect on such WCA Party.



 



    (b) Except as set forth in the SEC Reports, the WCA Parties
    have conducted and are conducting their respective operations in
    material compliance with the Law, and to the Knowledge of the
    WCA Parties, no WCA Party has received any notification of any
    asserted present or past unremedied failure by it to comply with
    any Law that would reasonably be expected to have a Material
    Adverse Effect on such WCA Party.



 



    4.8  Relations
    with Governments.  No WCA Party nor to the
    Knowledge of the WCA Parties, any shareholder, member, manager,
    director, officer, agent, employee or other person acting on
    behalf of any WCA Party, has used any funds of any WCA Party for
    improper or unlawful contributions, payments, gifts or
    entertainment, or made any improper or unlawful expenditures
    relating to political activity to domestic or foreign government
    officials or others. Each WCA Party has adequate financial
    controls to prevent such improper or unlawful contributions,
    payments, gifts, entertainment or expenditures. To the Knowledge
    of the WCA Parties, no WCA Party, partner, shareholder, member,
    manager, director, officer, agent, employee or other person
    acting on behalf of any WCA Party, has accepted or received any
    improper or unlawful contributions, payments, gifts or
    expenditures. To the Knowledge of the WCA Parties, the WCA
    Parties have






    

    19








 







    at all times complied, and are in compliance, in all material
    respects, with the Foreign Corrupt Practices Act and in all
    material respects with all foreign laws and regulations relating
    to prevention of corrupt practices.



 



    4.9  Contracts
    and Commitments.



 



    (a) Except for this Agreement, no WCA Party is a party to
    or bound by any contract, arrangement, commitment or
    understanding (whether written or oral) which (i) is a
    material contract (as defined in Item 601(b)(10) of
    Regulation S-K
    of the SEC) to be performed after the date hereof that has not
    been filed or incorporated by reference in the SEC Reports or
    (ii) which materially restricts the conduct of any line of
    business by the WCA Parties. Each contract, arrangement,
    commitment or understanding of the type described in this
    Section 4.9 is referred to herein as a “WCA
    Contract.”



 



    (b) Each WCA Contract is a valid and binding obligation of
    the each such WCA Party which is a party thereto and, to the
    Knowledge of the WCA Parties, of each other party thereto, is in
    full force and effect, except where such failure to be in full
    force and effect would not have or be reasonably likely to have
    a Material Adverse Effect on the WCA Parties. The WCA Parties
    have performed all obligations required to be performed by them
    to date under each WCA Contract, except where such
    nonperformance, individually or in the aggregate, would not have
    or be reasonably likely to have a Material Adverse Effect. No
    event or condition exists which constitutes or, after notice or
    lapse of time or both, would constitute, a material default on
    the part of the WCA Parties any such WCA Contract, except where
    such default, individually or in the aggregate, would not have
    or be reasonably likely to have a Material Adverse Effect. To
    the Knowledge of the WCA Parties, no other party to any WCA
    Contract is in default under the terms of any WCA Contract,
    except where such default, individually or in the aggregate,
    would not have or be reasonably likely to have a Material
    Adverse Effect.



 



    4.10  Absence
    of Certain Changes or Events.



 



    (a) Except as disclosed in the SEC Reports filed prior to
    the date hereof, since September 30, 2009, no event has
    occurred which has caused, or is reasonably likely to cause,
    individually or in the aggregate, a Material Adverse Effect on
    the WCA Parties.



 



    (b) Since September 30, 2009:



 



    (i) each WCA Party has been operated in all material
    respects in the ordinary course of business;



 



    (ii) no WCA Party has made any material changes in its
    respective capital or corporate structures;



 



    (iii) no Person (including the WCA Parties) has
    accelerated, terminated, modified or cancelled any material
    contract, agreement or other instrument or arrangements by which
    any WCA Party is bound or affected or to which any WCA Party is
    a party;



 



    (iv) no WCA Party has permitted any material Lien or claim
    against any WCA Party’s assets outside the ordinary course
    of business and no event has occurred which would reasonably be
    expected to result in a material impairment to any significant
    asset of any WCA Party;



 



    (v) no WCA Party has made any material investment in or
    loan to any other Person or incurred any material indebtedness
    to any other Person;



 



    (vi) there are no Environmental Claims or investigations
    pending, or to the Knowledge of the WCA Parties, threatened,
    against any WCA Party that would reasonably be expected to be
    disclosed in any report filed by WCA Parent pursuant to the
    Exchange Act;



 



    (vii) no WCA Party has received any written notice of any
    claim, whether threatened or pending, for any material Taxes or
    notice of any material penalty or deficiency in respect of any
    Taxes that has been assessed against any WCA Party and no other
    event has occurred that would be reasonably be expected to cause
    a material increase in the WCA Parties’ Tax reserves or
    effective Tax rate; and



 



    (viii) each WCA employee benefit plan (as the term is
    defined in Section 3(3) of ERISA, and other arrangements or
    agreement providing benefits to any employee or former employee
    of WCA Parent, its Subsidiaries or any ERISA Affiliate
    (collectively, the “WCA Plans”) has been
    operated and administered






    

    20








 







    in all material respects in accordance with its terms and
    applicable law, no WCA Party has received notice of any material
    claims, whether threatened or pending (other than routine claims
    for benefits) by, on behalf of or against any WCA Plans or
    trusts related thereto and no other event has occurred that
    would reasonably be expected to cause any WCA Party to record a
    material liability or impairment to the value of any assets held
    with respect to the WCA Plans.



 



    4.11  Proxy
    Statement.  The Proxy Statement or any other
    document filed with any other regulatory agency in connection
    herewith, and any amendments or supplements thereto, when filed
    by WCA Parent with the SEC or any other Governmental or
    Regulatory Authority, or when distributed or otherwise
    disseminated to WCA Parent’s stockholders, as applicable,
    will comply as to form in all material respects with the
    applicable requirements of the Securities Act and the rules and
    regulations thereunder and the Exchange Act and the rules and
    regulations thereunder and other applicable Laws will not
    contain any untrue statement of a material fact or omit to state
    a material fact required to be stated therein or necessary in
    order to make the statements made therein, in the light of the
    circumstances under which they were made, not misleading.



 



    4.12  Required
    Vote.  No vote of the stockholders of the WCA
    Parent is required by law, WCA Parent’s certificate of
    incorporation or bylaws or otherwise to approve this Agreement
    and the transactions contemplated hereby other than the vote of
    stockholders of WCA Parent to approve the issuance of the
    Securities pursuant to the transactions contemplated by this
    Agreement as required by the rules of NASDAQ.



 



    4.13  Financial
    Capability.  As of the Closing, WCA Parent
    will have sufficient funds to deliver the Cash Purchase Price as
    and when due, and to consummate the transactions contemplated by
    this Agreement.



 



    4.14  Valid
    Issuance of the Securities.  The Securities,
    when issued, sold and delivered in accordance with the terms of
    this Agreement, will be duly authorized, validly issued, fully
    paid and nonassessable, and will be free of restrictions on
    transfer and pre-emptive rights other than restrictions on
    transfer under this Agreement and under applicable state and
    federal securities laws. The Earn-Out Shares have been duly and
    validly reserved for issuance.



 



    4.15  Offering.  The
    offer, sale and issuance of the Securities as contemplated by
    this Agreement are exempt from the registration or qualification
    requirements of the Securities Act, and any applicable state
    securities laws, and neither the WCA Parent nor any authorized
    agent acting on its behalf will take any action hereafter that
    would cause the loss of such exemption.



 



    5.  Covenants of Both Parties



 



    5.1  Live
    Earth Tax Covenants.



 



    (a) For purposes of the taxable year in which the
    transaction contemplated by this Agreement shall close, the Live
    Earth Parties, at the Live Earth Parties’ sole cost and
    expense, shall prepare or cause to be prepared and file or cause
    to be filed all Tax Returns for the Live Earth Companies for all
    periods ending on or prior to the Closing Date. The Live Earth
    Parties shall pay all Taxes attributable to the Live Earth
    Companies for the period prior to Closing in the normal course
    of the Live Earth Parties’ businesses.



 



    (b) Each Live Earth Company that is a partnership for Tax
    purposes, including, but not limited to, CC and BR, shall make
    elections pursuant to Internal Revenue Code Section 754 in
    their final partnership Tax returns for the period ending on the
    Closing Date.



 



    (c) Cooperation on Tax Matters.



 



    (i) The Parties shall cooperate fully, as and to the extent
    reasonably requested by the other Party, in connection with the
    filing of Tax Returns pursuant to this Agreement and any audit,
    litigation or other proceeding with respect to Taxes. Such
    cooperation shall include the retention and (upon the other
    Party’s request) the provision of records and information
    that are reasonably relevant to any such audit, litigation or
    other proceeding and making employees available on a mutually
    convenient basis to provide additional information and
    explanation of any material provided hereunder. The Parties
    agree (A) to retain all books and records with respect to
    Tax matters pertinent to each of the Live Earth Companies
    relating to any taxable period beginning before the Closing
    until the expiration of the statute of limitations (unless,
    prior to such






    

    21








 







    expiration, the WCA Parties deliver a written notice to Live
    Earth requesting that such books and records be retained and
    specifying the additional retention period) of the respective
    taxable periods and to abide by all record retention agreements
    entered into with any Taxing Authority, and (B) to give the
    other Party reasonable written notice prior to transferring,
    destroying or discarding any such books and records and, if the
    other Party so requests, the WCA Parties or the Live Earth
    Parties, as the case may be, shall allow the other Party to take
    possession of such books and records.



 



    (ii) The WCA Parties and the Live Earth Parties further
    agree, upon request, to use their best efforts to obtain any
    certificate or other document from any Governmental or
    Regulatory Authority or any other Person as may be necessary to
    mitigate, reduce or eliminate any Tax that could be imposed
    (including, but not limited to, with respect to the transactions
    contemplated hereby).



 



    5.2  Regulatory
    and Other Approvals.  The WCA Parties will, as
    promptly as practicable, (i) take all commercially
    reasonable steps necessary or desirable to obtain all consents,
    approvals or actions of, make all filings with and give all
    notices to Governmental or Regulatory Authorities or any other
    Person required of the WCA Parties to consummate the
    transactions contemplated by this Agreement or the Transaction
    Documents, (ii) provide such other information and
    communications to such Governmental or Regulatory Authorities or
    other Persons as the Live Earth Parties or such Governmental or
    Regulatory Authorities or other Persons may reasonably request
    in connection therewith and (iii) cooperate with the Live
    Earth Parties in connection with the performance of its
    obligations under this Section 5.2. To the extent that any
    involvement from any Live Earth Party is needed, the Live Earth
    Parties agree to cooperate with and assist the WCA Parties in
    the performance of its obligations under this Section 5.2.
    The WCA Parties will provide prompt notification to Live Earth
    when any such consent, approval, action, filing or notice above
    is obtained, taken, made or given, as applicable, and will
    advise Live Earth of any communications (and, unless precluded
    by Law, provide copies of any such communications that are in
    writing) with any Governmental or Regulatory Authority or other
    Person regarding any of the transactions contemplated by this
    Agreement or any of the Transaction Documents.



 



    5.3  Interim
    Conduct of the Business.  Until Closing, the
    Live Earth Parties will conduct their businesses only in the
    ordinary and usual course consistent with past practice. Without
    limiting the generality of the foregoing, each Live Earth Party
    will use commercially reasonable efforts to:



 



    (a) preserve intact its relationships with suppliers,
    customers, employees, creditors, and others having business
    dealings with the Live Earth Companies;



 



    (b) maintain in full force and effect its existing policies
    of insurance which affect the Live Earth Companies;



 



    (c) preserve, protect and maintain the Transferred Assets,
    ordinary wear and tear excepted;



 



    (d) continue performance in the ordinary course of its
    obligations under the Contracts and other obligations; and



 



    (e) take no action which would interfere with or prevent
    performance and consummation of this Agreement, including
    without limitation solicitation from any other Person, any
    inquiries or proposals related to the disposition of all or any
    portion of the Transferred Assets or the Live Earth Companies,
    or pursuing or engaging in discussions with respect thereto.



 



    5.4  WCA
    Parent’s Approval of Certain
    Transactions.  Until Closing, with respect to
    the Transferred Assets and the operation of the Acquired
    Businesses, the Live Earth Parties shall not, without WCA
    Parent’s prior written consent, directly or indirectly:



 



    (a) incur, commit to incur or permit to be incurred any
    debt or other obligation or liability, which increases the
    Assumed Liabilities or results in the creation of a Lien other
    than a Permitted Lien on any of the Transferred Assets or any
    asset of a Live Earth Company;



 



    (b) sell, assign, transfer, license or otherwise dispose of
    any interest in any Transferred Asset or any asset of a Live
    Earth Company other than in the ordinary course of business;





    

    22








 







    (c) enter into any lease of real or personal property or
    any renewals thereof involving a rental obligation other than in
    the ordinary course of business;



 



    (d) permit any Lien other than a Permitted Lien or claims
    against any Transferred Assets or any assets of a Live Earth
    Company;



 



    (e) enter into any transaction, contract or commitment
    outside of the ordinary course of business, waive any right,
    cancel any debt or claim, or voluntarily suffer any
    extraordinary loss;



 



    (f) make any capital expenditure or commitments for
    additions to property, plant or equipment constituting capital
    assets on behalf of the Live Earth Companies in an aggregate
    amount exceeding $100,000; or



 



    (g) enter into any agreement to do or engage in any of the
    foregoing.



 



    5.5  Stockholder
    Meeting.  WCA Parent shall establish a record
    date for, duly call, give notice of, convene and hold a meeting
    of its stockholders (the “WCA Stockholder
    Meeting”) as promptly as practicable after the date
    hereof for the purpose of voting on the matters requiring
    Stockholder Approval (as defined below); provided, that
    (i) if WCA Parent is unable to obtain a quorum of its
    stockholders at such time, WCA Parent may adjourn or postpone
    the date of the Stockholder Meeting by no more than five
    business days and WCA Parent shall use commercially reasonable
    efforts during such five-business-day period to obtain such a
    quorum as soon as practicable, and (ii) WCA Parent may
    delay, adjourn or postpone the WCA Stockholder Meeting to the
    extent (and only to the extent) WCA Parent reasonably determines
    that such delay, adjournment or postponement is required by
    applicable Law to comply with any comments made by the SEC with
    respect to the Proxy Statement or otherwise. The board of
    directors of WCA Parent shall at all times prior to and during
    such meeting recommend approval by its stockholders and shall
    take all reasonable lawful action to solicit such approval by
    its stockholders; provided that nothing in this Agreement shall
    prevent the board of directors of WCA Parent from withholding,
    withdrawing, amending or modifying its recommendation if the
    board of directors of WCA Parent determines, after consultation
    with its outside counsel, that such action is legally required
    in order for the directors to comply with their fiduciary duties
    to WCA Parent stockholders under applicable law



 



    5.6  Proxy
    Statement.



 



    (a) WCA will use its best efforts to prepare and file a
    preliminary proxy statement with the SEC with respect to the
    Stockholder Approval (defined below) (the “Proxy
    Statement”) no later than December 9, 2009.



 



    (b) WCA Parent agrees to prepare and file the Proxy
    Statement with the SEC in connection with the issuance of the
    Securities under this Agreement. The Live Earth Parties shall
    prepare and furnish such information relating to it and its
    directors, officers and equity holders as may be reasonably
    required in connection with the above referenced documents based
    on its knowledge of and access to the information required for
    said documents, and the Live Earth Parties, and its legal,
    financial and accounting advisors, shall have the right to
    review and approve (which approval shall not be unreasonably
    withheld or delayed) the Proxy Statement prior to its filing.
    The Live Earth Parties agree to cooperate with the WCA Parties
    and the WCA Parties’ a counsel and accountants in
    requesting and obtaining appropriate consents and letters from
    its independent auditor in connection with the Proxy Statement.
    WCA Parent, after consultation with Live Earth, will use all
    reasonable efforts to promptly respond to any comments made by
    the SEC with respect to the Proxy Statement. WCA Parent shall
    (i) provide Live Earth and its counsel with copies of any
    written comments, and advise Seller and its counsel of any oral
    comments, with respect to the Proxy Statement received from the
    SEC or its staff, (ii) provide Live Earth and its counsel a
    reasonable opportunity to review the WCA Parent’s proposed
    response to such comments, (iii) include in the WCA
    Parent’s written response to such comments any reasonable
    comments proposed by Live Earth and its counsel and
    (iv) provide Live Earth and its counsel a reasonable
    opportunity to participate in any discussions or meetings with
    the SEC. No amendment to the Proxy Statement or supplemental
    materials related thereto will be filed by WCA Parent without
    the approval of Live Earth (which approval shall not be
    unreasonably withheld, conditioned or delayed). The WCA Parties
    also agree to use their reasonable best efforts to obtain all
    necessary state securities Law or “Blue Sky” permits
    and approvals required to carry out the transactions
    contemplated by this






    

    23








 







    Agreement. After the SEC has confirmed that it will not review
    or has no further comments on the Proxy Statement, WCA Parent
    shall promptly mail the Proxy Statement to its stockholders.



 



    (c) WCA Parent agrees that the Proxy Statement at the
    date(s) of mailing to WCA Parent’s stockholders and at the
    time of the WCA Stockholder Meeting, shall not contain any
    untrue statement of a material fact or omit to state any
    material fact required to be stated therein or necessary to make
    the statements therein not misleading. Each of Live Earth and
    WCA Parent further agree that if such Party shall become aware
    prior to the WCA Stockholder Meeting of any information
    furnished by such Party that would cause any of the statements
    in the Proxy Statement to be false or misleading with respect to
    any material fact, or to omit to state any material fact
    necessary to make the statements therein not false or
    misleading, to promptly inform the other Parties thereof and to
    take the necessary steps to correct the Proxy Statement.



 



    (d) WCA Parent agrees to advise Live Earth, promptly after
    WCA Parent receives notice thereof, of the time when the Proxy
    Statement or any supplement or amendment has been filed, of the
    issuance of any stop order or the suspension of the
    qualification of WCA Parent common shares for offering or sale
    in any jurisdiction, of the initiation or, to the extent WCA
    Parent is aware thereof, threat of any proceeding for any such
    purpose, or of any request by the SEC for the amendment or
    supplement of the Proxy Statement or for additional information.



 



    5.7  NASDAQ
    Listing.  WCA Parent agrees to list, prior to
    the Closing, on NASDAQ the Securities to be issued hereunder.



 



    5.8  Pre-Closing
    Access.  The Live Earth Parties agree that
    upon reasonable notice and subject to applicable Laws relating
    to the exchange of information, between the date of this
    Agreement and the Closing, the Live Earth Parties will permit
    representatives of the WCA Parties to have access at all
    reasonable times, and in a manner so as not to interfere
    unreasonably with the normal business operations of the Live
    Earth Companies, to the premises, properties, personnel, books,
    records (including Tax records), contracts, and documents of or
    pertaining to the Transferred Assets and Live Earth Companies
    and to the Live Earth Company Employees. The WCA Parties agree
    that upon reasonable notice and subject to applicable Laws
    relating to the exchange of information, between the date of
    this Agreement and the Closing, the WCA Parties will permit
    representatives of the Live Earth Parties to have access at all
    reasonable times, and in a manner so as not to interfere
    unreasonably with the normal business operations of the WCA
    Parties to the properties, personnel, books, records (including
    Tax records and work papers of independent auditors), contracts,
    and documents relating to the WCA Parties that the Live Earth
    Parties may reasonably request.



 



    5.9  Employee
    Matters.  Except as may be required by Law,
    the Live Earth Parties will refrain from directly or indirectly:



 



    (a) making any material representation or promise, oral or
    written, to any Live Earth Company Employee concerning any
    Benefit Plan, except for statements as to the rights or accrued
    benefits of any Live Earth Company Employee under the terms of
    any Benefit Plan;



 



    (b) making any increase in the salary, wages or other
    compensation of any Live Earth Company Employee by an amount of
    2% or greater over the salary, wages or other compensation of
    such Live Earth Company Employee on the date hereof, except as
    set forth in Section 5.9 of the Live Earth Disclosure
    Schedule;



 



    (c) adopting, entering into or becoming bound by any
    Benefit Plan, employment-related Contract or collective
    bargaining agreement with respect to the Acquired Businesses or
    any of the Live Earth Company Employees, or amending, modifying
    or terminating (partially or completely) any such Benefit Plan,
    employment-related Contract or collective bargaining agreement,
    except to the extent required by applicable Law; or



 



    (d) establishing or modifying any (i) targets, goals,
    pools or similar provisions in respect of any fiscal year under
    any Benefit Plan or any employment-related Contract or other
    compensation arrangement with or for Live Earth Company
    Employees or (ii) salary ranges, increase guidelines or
    similar






    

    24








 







    provisions in respect of any Benefit Plan or any
    employment-related Contract or other compensation arrangement
    with or for Live Earth Company Employees.



 



    Live Earth will administer each Benefit Plan, or cause the same
    to be so administered, in all material respects in accordance
    with the applicable provisions of the Code, ERISA and all other
    applicable Laws. Live Earth will promptly notify WCA Parent in
    writing of each receipt by the Live Earth Parties (and furnish
    WCA Parent with copies) of any notice of investigation or
    administrative proceeding by the IRS, Department of Labor, the
    Pension Benefit Guaranty Corporation or other Person involving
    any Benefit Plan.



 



    5.10  Live
    Earth Business.  The WCA Parties agree that,
    prior to December 31, 2012, in the event of any transaction
    that results in a change in control of the Live Earth Companies
    they will cause any party who acquires the Live Earth Companies
    to assume the WCA Parties obligations under Section 2.2 and
    this Section 5.10. The WCA Parties agree that prior to
    December 31, 2012 they will prepare separate financial
    statements for the Live Earth Business sufficient for the
    Parties to determine the EBITDA calculations in accordance with
    Section 2.2. The WCA Parties agree that prior to
    December 31, 2012 they will continue to operate the Live
    Earth Companies in a commercially reasonable manner and will not
    take actions intended to materially limit the ability of the
    Live Earth Companies to meet the EBITDA goals for Earn-Out 1 and
    Earn-Out 2.



 



    5.11  Notice
    of Developments.  Each Party will give prompt
    written notice to the other Party of any fact, event or
    circumstances known to it that (i) is reasonably likely,
    individually or taken together with all other facts, events and
    circumstances known to it, to result in any Material Adverse
    Effect or (ii) would cause or constitute a material breach
    of any of its representations, warranties or covenants in this
    Agreement. No disclosure by any Party pursuant to this Section,
    however, shall be deemed to amend or supplement any schedule
    hereto or to prevent or cure any misrepresentation or breach of
    warranty.



 



    5.12  Exclusivity.  No
    Live Earth Party nor any of its Affiliates will solicit,
    initiate, or encourage the submission of any proposal or offer
    from any Person other than the WCA Parties relating to the
    acquisition of all or substantially all of the assets of any
    Live Earth Company (including any acquisition structured as a
    merger, consolidation, or share exchange).



 



    5.13  Confidentiality.  The
    Live Earth Parties shall not disclose to any Person or make use
    of any trade secrets or confidential information regarding the
    Live Earth Companies or the Transferred Assets, other than to
    disclose such secrets and information to the WCA Parties and its
    counsel. Without limiting the right of the WCA Parties to pursue
    all other legal and equitable rights available to it for
    violation of this Agreement by the Live Earth Parties and their
    agents, it is agreed that other remedies cannot fully compensate
    the WCA Parties for such a violation and that the WCA Parties
    shall be entitled to injunctive relief to prevent violation or
    continuing violation thereof. It is the intent and understanding
    of each party hereto that if, in any action before any court or
    agency legally empowered to enforce this Agreement, any term,
    restriction, covenant or promise shall be deemed modified to the
    extent necessary to make it enforceable by such court or agency.



 



    5.14  Publicity.  The
    Live Earth Parties and the WCA Parties shall consult with each
    other before issuing any press release or other public
    disclosure concerning this Agreement or the transactions
    contemplated hereby. Live Earth shall not issue a press release
    or other public disclosure without advance approval thereof by
    WCA Parent except to the extent required by Law. Live Earth
    shall have the right to review any press release or other public
    disclosure issued by WCA Parent concerning this Agreement or the
    transactions contemplated hereby.



 



    5.15  Legal
    Requirements.  Each of Live Earth Parties and
    the WCA Parties will take all reasonable actions necessary to
    comply promptly with all legal requirements which may be imposed
    on them with respect to the consummation of the transactions
    contemplated by this Agreement or the Transaction Documents and
    will promptly cooperate with and furnish information to any
    party hereto necessary in connection with any such requirements
    imposed upon such other party in connection with the
    consummation of the transactions contemplated by this Agreement
    or the Transaction Documents.



 



    5.16  Further
    Assurances.  Subject to the terms and
    conditions of this Agreement, the Live Earth Parties and the WCA
    Parties each agree to use reasonable best efforts in good faith
    and to cause to be taken, such






    

    25








 







    further actions and execute such other documents as may be
    reasonably required to promptly fulfill the conditions to the
    Closing, permit the consummation of the transactions
    contemplated under this Agreement and to further secure to each
    party the rights intended to be conferred hereby and the other
    agreements ancillary to the transactions contemplated hereby.



 



    5.17  Unwinding
    of Transaction.



 



    (a) The WCA Parties and the Live Earth Parties acknowledge:
    (i) that in order for WCA Ohio to own and operate SF, WCA
    Ohio must satisfy a state required background investigation in
    connection with, and obtain approval of the Attorney General of
    the State of Ohio (the “Ohio Attorney
    General”) and the State of Ohio Environmental
    Protection Agency (the “Ohio EPA”) of,
    the acquisition by WCA Ohio of SF (such approval, the
    “OH EPA Approval”); (ii) that WCA
    Ohio might never obtain the OH EPA Approval; and (iii) that
    because the OH EPA Approval may not be received prior to the
    Closing Date, Ohio Revised Code Section 3734.42(F)
    (“ORC 3734.42(F)”) requires that this
    Agreement expressly state that the transactions contemplated
    hereby are subject to the approval of the Director of the Ohio
    EPA and contain specific provisions negating such sale in the
    event that the OH EPA Approval is ultimately denied by the
    Director of the Ohio EPA. Therefore, the WCA Parties and the
    Live Earth Parties agree as follows: (x) in the event that
    WCA Ohio receives correspondence or other documentation from the
    Ohio Attorney General
    and/or the
    Ohio EPA stating that the OH EPA Approval is ultimately denied
    (the “Denial”), the WCA Parties shall
    provide written notice of, and a copy of, such Denial to Live
    Earth by no later than the third business day after the
    occurrence of one of the following events, whichever is
    applicable: (A) WCA Ohio’s receipt of the Denial, if
    WCA Ohio elects not to appeal the Denial, (B) WCA
    Ohio’s receipt of a written decision from a court or
    tribunal of competent jurisdiction indicating that an appeal was
    ultimately not successful in reversing the Denial, if WCA Ohio
    elects to appeal the Denial, or (C) the expiration of any
    time period available for appeal of the Denial, if an appeal of
    such Denial has not otherwise been filed; and (y) upon
    receipt by Live Earth of the applicable notice pursuant to
    subparagraph (x) above, the sale shall be immediately
    negated as provided under ORC 3734.42(F) and the Live Earth
    Parties and the WCA Parties shall “unwind” or
    “reverse” the Closing (the
    “Unwind” or
    “Unwinding”) in the manner set forth in
    Section 5.17(b).



 



    (b) In the event the Live Earth Parties and WCA Parties
    must Unwind the Closing pursuant to Section 5.17(a), the
    parties shall take the actions set forth below. The Unwinding of
    the Closing shall take place as promptly as practicable
    following the determination of the parties to Unwind the Closing
    pursuant to Section 5.17(a) and the date on which the
    Unwind shall be effected shall be on such date and at such place
    as Live Earth and WCA Parent shall mutually agree (the
    “Unwind Closing Date”).



 



    (i) On the Unwind Closing Date, Live Earth shall
    (A) take all actions reasonably necessary to assign the
    Closing Shares to WCA Parent, (B) pay, or cause to be paid
    to, WCA Parent an amount in cash equal to the Cash Purchase
    Price, the Comerica Payment and the Other Indebtedness Payments
    less the Cash Flow resulting from the operation by the WCA
    Parties of the Live Earth Businesses from the Closing Date to
    the Unwind Closing Date, and (C) take all such other
    actions necessary or desirable to “unwind” the actions
    taken by the parties to effect the Closing and the transactions
    contemplated thereby, including, but not limited to, taking all
    commercially reasonable steps necessary or desirable to obtain
    all consents, approvals or actions of, make all filings with and
    give all notices to Governmental or Regulatory Authorities or
    any other Person required to “unwind” the transactions
    contemplated by this Agreement.



 



    (ii) The WCA Parties shall (A) assign the Equity
    Interests to Live Earth, (B) transfer the Transferred
    Assets and Assumed Liabilities to Live Earth, and (C) take
    all such other actions necessary or desirable to Unwind the
    actions taken by the parties to effect the Closing, including,
    but not limited to, cooperating with Live Earth in obtaining all
    consents, approvals or actions of, make all filings with and
    give all notices to Governmental or Regulatory Authorities or
    any other Person required to Unwind the Closing of the
    transactions contemplated by this Agreement.



 



    5.18  Bank
    Lenders Approval.  The WCA Parent shall use
    commercially reasonable efforts (which shall include, without
    limitation, the payment of customary consent fees and the
    reimbursement of customary lender expenses) to obtain the
    requisite consent of the lenders to the consummation of the
    transactions contemplated






    

    26








 







    under this Agreement and the Transaction Documents under the WCA
    Parent’s Revolving Credit Agreement, dated as of
    July 5, 2006, as amended.



 



    5.19  Landfill
    Closure; Bonds.  The parties acknowledge that,
    notwithstanding any limitation of this Agreement to the contrary
    (other than as required by Section 5.17), at Closing the
    WCA Parties shall succeed to all the closure and post-closure
    obligations and liabilities as well as any new, continuing or
    recurring compliance obligations associated with the landfill
    located in Fostoria, Ohio owned and operated by SF and the
    transfer station located in Brockton, Massachusetts owned and
    operated by CC and BR. Any and all performance bonds, collection
    bonds and other types of bonds related to the landfill located
    in Fostoria, Ohio and the transfer station in Brockton,
    Massachusetts in effect prior to the Closing Date shall be
    terminated on or prior to the Closing Date and any associated
    collateral shall be returned as directed by Live Earth. The WCA
    Parties shall obtain all performance bonds, collection bonds and
    other types of bonds related to the landfill located in
    Fostoria, Ohio and the transfer station located in Brockton,
    Massachusetts and provided financial assurance in connection
    therewith required by and in accordance with applicable Laws and
    such bonds shall be effective as of the Closing Date.



 



    5.20  Intercreditor
    Agreement with Comerica.  WCA Parent and Live
    Earth shall use their commercially reasonable efforts to enter
    into an intercreditor agreement pursuant to which in the event
    the parties Unwind the transactions to be consummated at the
    Closing, the Comerica Payment will be repaid to WCA Parent in
    connection with the Unwinding and the secured credit arrangement
    currently in place between Live Earth and Comerica that is to be
    terminated at Closing would be reestablished upon the Unwinding.



 



    5.21  Financial
    Statements.  As promptly as reasonably
    practicable and in any event on or before the twentieth day of
    each month from the date hereof to the Closing Date, Live Earth
    shall deliver to WCA Parent the internal monthly unaudited
    financial statements (balance sheet, statement of operations and
    statement of cash flows) of the Live Earth Companies for the
    prior month.



 



    5.22  Real
    Property Documents.  As promptly as
    practicable following the execution hereof, (a) WCA
    Massachusetts will obtain a commitment for title insurance from
    Chicago Title Insurance Company (the
    “Title Insurer”) covering the Live
    Earth Companies’ Real Property located in Brockton,
    Massachusetts, together with copies of all documents evidencing
    title exceptions thereon, and an updated survey of such real
    property, and (b) WCA Ohio will obtain a commitment for
    title insurance from the Title Insurer covering the Live
    Earth Companies’ Real Property located in Fostoria, Ohio,
    together with copies of all documents evidencing title
    exceptions thereon, and an updated survey of such real property.
    Copies of such commitments for title insurance and updated
    surveys shall be provided to Live Earth.



 



    6.  Survival of Covenants, Representations and
    Warranties; Indemnification



 



    6.1  Survival
    of Covenants, Representations, and Warranties.



 



    (a) The representations and warranties of the Parties
    contained in this Agreement shall survive the Closing hereunder
    and continue in full force and effect for the earlier of
    (i) two (2) years following the Closing Date, or
    (ii) the date upon which the liability to which any such
    claim may relate is barred by all applicable statutes of
    limitation, taking into account any extensions or waivers
    thereof, and thereafter shall terminate (“Expiration
    Date”).



 



    (b) No Party shall be obligated to indemnify any other
    Party pursuant to this Article 6 for any claim that is
    first made after the Expiration Date. Claims first made prior to
    the Expiration Date shall be subject to indemnity pursuant to
    this Article 6 throughout the entirety of the Proceeding or
    Proceedings arising out of such claim, notwithstanding the fact
    that such Proceeding or Proceedings may extend beyond the
    Expiration Date.



 



    6.2  Indemnification
    by Live Earth.  For claims for indemnification
    made under this Section 6.2, Live Earth and the parties set
    forth on Section 6.2 of the Live Earth Disclosure Schedule
    (solely to the extent of each such parties pro rata interest in
    Indemnification Shares held in the Closing Shares Escrow)
    (collectively, the “Live Earth Indemnifying
    Parties”) will, from and after Closing and during
    the period prior to the Expiration Date, jointly and severally,
    unconditionally, absolutely and irrevocably agree to and shall
    defend,






    

    27








 







    indemnify and hold harmless the WCA Parties and each of their
    respective subsidiaries, shareholders, affiliates, officers,
    directors, employees, counsel, accountants, agents, successors,
    assigns, heirs and legal and personal representatives (the WCA
    Parties and all such Persons are collectively referred to as
    “WCA Indemnified Persons”) from and
    against, and shall reimburse the WCA Indemnified Persons for,
    each and every Loss paid, imposed on or incurred by the WCA
    Indemnified Persons relating to, resulting from or arising out
    of: (a) any inaccuracy in any representation or warranty of
    any Live Earth Party under this Agreement, (including the
    schedules hereto), or any breach or nonfulfillment of any
    covenant, agreement or other obligation of any Live Earth Party
    under this Agreement or any Transaction Document delivered
    pursuant hereto; (b) all Claims arising with respect to
    facts, conditions, events, operations and circumstances existing
    prior to the Closing Date other than facts, conditions, events,
    operations and circumstances (i) disclosed in the Live
    Earth Disclosure Schedule and (ii) constituting the Assumed
    Liabilities; provided, however, in the event of any Claim that
    arises with respect to facts, conditions, events, operations and
    circumstances arising both before and after the Closing Date,
    the Live Earth Indemnifying Parties’ indemnification
    obligations shall be limited to such matters arising with
    respect to facts, conditions, events, operations and
    circumstances on or prior to the Closing Date; and (c) the
    Retained Liabilities.



 



    6.3  Indemnification
    by the WCA Parties.  For claims for
    indemnification made under this Section 6.3, the WCA
    Parties will, from and after Closing and during the period prior
    to the Expiration Date, jointly and severally, unconditionally,
    absolutely and irrevocably agree to and shall defend, indemnify
    and hold harmless Live Earth and its subsidiaries, shareholders,
    affiliates, officers, directors, employees, counsel,
    accountants, agents, successors, assigns, heirs and legal and
    personal representatives (Live Earth and all such Persons are
    collectively referred to as “Live Earth Indemnified
    Persons”) from and against, and shall reimburse the
    Live Earth Indemnified Persons for, each and every Loss paid,
    imposed on or incurred by Live Earth Party Indemnified Persons,
    directly or indirectly, relating to, resulting from or arising
    out of: (a) any inaccuracy in any representation or
    warranty of any WCA Party under this Agreement, (including the
    schedules hereto), or any breach or nonfulfillment of any
    covenant, agreement or other obligation of any WCA Party under
    this Agreement or any Transaction Document; and (b) the
    Assumed Liabilities. Notwithstanding the foregoing, in the event
    the parties are required to Unwind the Closing of the
    transactions contemplated by this Agreement pursuant to
    Section 5.17, the WCA Parties will, from and after the
    Unwind Closing Date and during the period prior to the
    Expiration Date, jointly and severally, unconditionally,
    absolutely and irrevocably agree to and shall defend, indemnify
    and hold harmless the Live Earth Indemnified Persons from and
    against, and shall reimburse the Live Earth Indemnified Persons
    for, each and every Loss paid, imposed on or incurred by Live
    Earth Party Indemnified Persons, directly or indirectly,
    relating to, resulting from or arising out of all Claims arising
    with respect to facts, conditions, events, operations and
    circumstances existing after the Closing Date but prior to the
    Unwind Closing Date; provided, however, that in the event of any
    Claim that arises with respect to facts, conditions, events,
    operations and circumstances arising both before and after the
    Unwind Closing Date, the WCA Parties’ indemnification
    obligations shall be limited to such matters arising with
    respect to facts, conditions, events, operations and
    circumstances on or prior to the Unwind Closing Date.



 



    6.4  Notice
    and Defense of Third Party Claims.  If any
    Proceeding shall be brought or asserted under this
    Article 6 against an indemnified party or parties or any
    successor thereto (the “Indemnified
    Person”) in respect of which indemnity may be
    sought under this Article 6 from an indemnifying person or
    persons or any successor or successors thereto (the
    “Indemnifying Person(s)”), the
    Indemnified Person shall give prompt written notice of such
    Proceeding to the Indemnifying Person who shall assume the
    defense thereof, including the employment of counsel reasonably
    satisfactory to the Indemnified Person and the payment of all
    expenses; provided, that any delay or failure to so notify the
    Indemnifying Person shall relieve the Indemnifying Person of its
    obligations hereunder only to the extent, if at all, that it is
    prejudiced by reason of such delay or failure. In no event shall
    any Indemnified Person be required to make any expenditure or
    bring any cause of action to enforce the Indemnifying
    Person’s obligations and liability under and pursuant to
    the indemnifications set forth in this Article 6. In
    addition, the filing of a Proceeding shall not be required as a
    condition or prerequisite to the Indemnifying Person’s
    obligations under this Article 6, if the Indemnified Person
    is required to expend sums for investigation or remedial
    purposes as a result of a threatened Proceeding. The Indemnified
    Person shall have the right to employ separate counsel in any of
    the foregoing Proceedings and to participate in the defense
    thereof, but the fees and expenses of such counsel shall be at
    the expense of the Indemnified Person






    

    28








 







    unless the Indemnified Person shall in good faith determine that
    there exist actual or potential conflicts of interest which make
    representation by the same counsel inappropriate. The
    Indemnified Person’s right to participate in the defense or
    response to any Proceeding should not be deemed to limit or
    otherwise modify its obligations under this Article 6. In
    the event that the Indemnifying Person, within thirty
    (30) days after notice of any such Proceeding, fails to
    assume the defense thereof, the Indemnified Person shall have
    the right to undertake the defense, compromise or settlement of
    such Proceeding for the account of the Indemnifying Person,
    subject to the right of the Indemnifying Person to assume the
    defense of such Proceeding with counsel reasonably satisfactory
    to the Indemnified Person at any time prior to the settlement,
    compromise or final determination thereof. Anything in this
    Article 6 to the contrary notwithstanding, the Indemnifying
    Person shall not, without the Indemnified Person’s prior
    written consent, settle or compromise any Proceeding or consent
    to the entry of any judgment with respect to any Proceeding for
    anything other than money damages paid by the Indemnifying
    Person. The Indemnifying Person may, without the Indemnified
    Person’s prior written consent, settle or compromise any
    such Proceeding or consent to entry of any judgment with respect
    to any such Proceeding that requires solely the payment of money
    damages by the Indemnifying Person and that includes as an
    unconditional term thereof the release by the claimant or the
    plaintiff of the Indemnified Person from all liability in
    respect of such Proceeding.



 



    6.5  Payment
    and Interest.  The Indemnifying Person shall
    make any payment required to be made under this Section 6.5
    in immediately available funds and on demand; provided that the
    Live Earth Indemnifying Parties may make payments required to be
    made under this Article 6 through the delivery of all or a
    portion of the Indemnification Shares pursuant to the terms of
    the Closing Shares Escrow Agreement, which shall be made on
    a pro rata basis with respect to each party on
    Schedule 2.1(f)’s interest in such Indemnification
    Shares, and until such time as the Indemnification Shares are
    exhausted. Indemnification Shares shall be deemed to have a per
    share value equal to the closing sales price of WCA
    Parent’s common stock as reported on NASDAQ for the ten
    (10) trading days ending one (1) trading day prior to
    the date on which such indemnification claim is fully and
    finally resolved pursuant to the procedures set forth in this
    Article 6 (the “Share Value”). Any
    amounts or payments required to be paid by an Indemnifying
    Person under this Section 6.5 which are not paid within
    sixty (60) days of receipt by the Indemnifying Person of
    the Indemnified Person’s demand therefor shall thereafter
    be deemed delinquent, and the Indemnifying Person shall pay to
    the Indemnified Person immediately upon demand, interest at the
    rate of eight percent (8%) per annum, from the date such payment
    becomes delinquent to the date of payment of such delinquent
    sums. The WCA Parties and the Live Earth Parties agree that the
    Share Value has been agreed upon solely for the purpose of
    satisfying indemnification claims hereunder and that such Share
    Value may not be the fair market value of each Closing Price
    Share.



 



    6.6  Limits
    of Liability.



 



    (a) Except as set forth in (b) below and in the case
    of fraud or intentional misconduct of the WCA Parties, the
    liability of the WCA Parties to the Live Earth Parties under
    this Agreement shall not exceed $5,000,000 (the “WCA
    Cap”). Except in the case of fraud or intentional
    misconduct of the Live Earth Parties, the liability of the Live
    Earth Indemnifying Parties to the WCA Parties under this
    Agreement shall not exceed $5,000,000 (the “Live
    Earth Cap”) and the liability of the parties set
    forth on Section 6.2 of the Live Earth Disclosure Schedule
    shall not exceed the interest of such parties in the
    Indemnification Shares and such parties shall have no further
    liability pursuant to this Article 6 once all
    Indemnification Shares have been released or otherwise
    distributed from the Closing Shares Escrow. No such party
    shall be obligated to provide indemnification under this
    Agreement for any damage until the aggregate indemnifiable
    Losses exceed $100,000 (the “Threshold”).



 



    (b) Notwithstanding the limits set forth in (a) above,
    no Party’s indemnity obligations hereunder shall be subject
    to the Threshold, nor shall be limited to the respective
    Party’s Cap with respect to (i) any obligations of the
    respective Parties (including all subsidiaries thereof) to pay
    Taxes for any period ending on or prior to the Closing Date.





    

    29








 







    (c) Notwithstanding anything to the contrary contained in
    this Agreement, the following limitations shall apply to claims
    under this Article 6 or otherwise made with respect to this
    Agreement or any Transaction Agreement:



 



    (i) The amount of any Losses to which the WCA Parties are
    entitled with respect to any claim shall be reduced by
    (A) the amount of any payment receivable by the WCA Parties
    with respect such Losses from any insurance provider or any
    other third party, and (B) the amount of any Tax benefit
    realized by the WCA Parties which is attributable to the Losses
    to which such claim relates.



 



    (ii) In no event shall any Indemnifying Person have any
    obligation or liability for (A) any Losses that are
    consequential, in the nature of lost profits (including, without
    limitation, loss of profit or revenue, any multiple of reduced
    cash flow or any adjustment based on price to earnings or
    similar ratios), interference with operations, or loss of
    customers, tenants, lenders, investors or buyers, diminution in
    the value of property, special or punitive or otherwise not
    actual
    out-of-pocket
    damages, or (B) any Losses arising from or relating to,
    directly or indirectly, any act, omission or transaction carried
    out by or at the express written request, or with the written
    consent of, the WCA Parties thereof before, on or after the
    Closing Date, including, without limitation, any change in the
    accounting policies, practices or procedures of the Live Earth
    Business after the Closing.



 



    (d) From and after the Closing, except with respect to
    claims for equitable relief, including, without limitation,
    specific performance, or claims based on fraud or intentional
    misrepresentation, made with respect to breaches of any covenant
    or agreement contained in this Agreement or the Transaction
    Documents, the rights provided to the Parties under this
    Article 6 shall be the sole and exclusive remedies of the
    Parties and their respective Affiliates with respect to claims
    under this Agreement or otherwise relating to the transactions
    contemplated hereby. Without limiting the generality of the
    foregoing, in no event shall any Party, its successors or
    permitted assigns be entitled to claim or seek rescission of the
    transactions contemplated by this Agreement.



 



    7.  Conditions to Closing



 



    7.1  Conditions
    to the WCA Parties’ Obligations.  The
    obligations of the WCA Parties to consummate the Closing are
    subject to the fulfillment or waiver by WCA Parent in writing on
    or before the Closing of each of the following conditions by the
    Live Earth Parties:



 



    (a) Representations and
    Warranties.  The representations and
    warranties of the Live Earth Parties contained in Article 3
    shall be true and correct on and as of the Closing with the same
    effect as though such representations and warranties had been
    made on and as of the date of the Closing, except where the
    failure of any such representation or warranty to be true and
    correct would not reasonably be expected to have a Material
    Adverse Effect.



 



    (b) Performance.  The Live Earth
    Parties shall have performed and complied with all agreements,
    obligations and conditions contained in this Agreement or the
    Transaction Documents that are required to be performed or
    complied with by it on or before the Closing, except where the
    failure to so perform would not reasonably be expected to have a
    Material Adverse Effect.



 



    (c) No Actions or Proceedings.  No
    Proceeding shall be pending or threatened before any
    Governmental or Regulatory Authority which presents a
    substantial risk of the restraint or prohibition of the
    transactions contemplated by this Agreement or the Transaction
    Documents.



 



    (d) Government Approvals.  Other
    than the Ohio EPA Approval, all authorizations, permits,
    consents, orders or approvals of, or declarations or filings
    with, or expiration of waiting periods imposed by, any
    Governmental or Regulatory Authority necessary for the
    consummation of the transactions contemplated by this Agreement
    shall have been filed, occurred or been obtained.



 



    (e) Third-Party Consents.  All
    consents or waivers listed on Schedule 7.1(e) shall have
    been obtained.





    

    30








 







    (f) Approval of Bank Lenders.  The
    required consent of the lenders under WCA Parent’s
    Revolving Credit Agreement, dated as of July 5, 2006, as
    amended.



 



    (g) Stockholder Approval.  The
    issuance of all of the shares of WCA Parent common stock
    issuable pursuant to this Agreement, shall have been approved by
    a vote (and not rescinded) by the stockholders of WCA Parent
    (the “Stockholder Approval”).



 



    (h) SAS No. 100 Review.  WCA
    Parent shall have received from the Live Earth Companies
    independent audit firm a Statement on Accounting Standards (SAS)
    No. 100 review of the financial statements of the Live
    Earth Companies for the three and nine-month periods ended
    September 30, 2009.



 



    (i) Intercreditor Agreement with
    Comerica.  WCA Parent, Live Earth and Comerica
    shall have entered into an intercreditor agreement upon terms
    reasonably acceptable to WCA Parent pursuant to with the
    Comerica Payment will be repaid to WCA Parent in connection with
    the Unwinding and the secured credit arrangement between Live
    Earth and Comerica would be reestablished upon the Unwinding.



 



    (j) Title to Real Property.  Based
    on the review of the title commitments, title exception
    documents and updated surveys obtained by WCA Massachusetts and
    WCA Ohio pursuant to Section 5.22, the title to the Live
    Earth Company’s Real Property located in Brockton,
    Massachusetts and Fostoria, Ohio are reasonably satisfactory to
    WCA Massachusetts and WCA Ohio, and the Title Insurer is
    ready, willing and able to issue at Closing, subject to the
    payment of the appropriate premium therefor, title insurance
    policies in a form reasonably satisfactory to WCA Massachusetts
    and WCA Ohio insuring the title to such properties subject to no
    exceptions other than those that are reasonably acceptable to
    WCA Massachusetts and WCA Ohio.



 



    (k) Live Earth Parties’
    Deliveries.  The applicable Parties shall have
    delivered, or caused to be delivered, to WCA Parent the
    following (which shall be in form and substance satisfactory to
    WCA Parent):



 



    (i) Compliance Certificate.  An
    authorized officer of Live Earth shall have delivered to WCA
    Parent at the Closing a certificate stating that the conditions
    specified in Sections 7.1(a) and (b) have been
    fulfilled.



 



    (ii) Secretary’s
    Certificate.  The Secretary of Live Earth
    shall have delivered to WCA Parent at the Closing a certificate
    stating that all approvals necessary to consummate the
    transactions contemplated by this Agreement have been obtained
    and attaching thereto: (i) a copy of the organizational
    documents of each Live Earth Party (as amended and in effect
    through the date of the Closing), certified by the Secretary of
    each such Live Earth Party as the true and correct copies
    thereof as of the Closing; and (ii) copies of resolutions
    of the manager and resolutions of the members of Live Earth,
    evidencing the approval of this Agreement, the Transaction
    Documents and other matters contemplated hereby.



 



    (iii) Bill of Sale and Assignment and Assumption
    Agreement.  Live Earth shall have executed and
    delivered a Bill of Sale and Assignment and Assumption Agreement
    in substantially the form attached hereto as
    Exhibit C.



 



    (iv) Earn-Out Escrow
    Agreement.  Live Earth shall have executed and
    delivered the Earn-Out Escrow Agreement in substantially the
    form attached hereto as Exhibit A.



 



    (v) Closing Shares Escrow
    Agreement.  Live Earth shall have executed and
    delivered the Closing Shares Escrow Agreement in
    substantially the form attached hereto as Exhibit B.



 



    (vi) Pay-Off Letter.  WCA shall
    have received a pay-off letter from each of LEF, HBK/Bernard,
    Comerica, and Fenwick-Smith, that confirms the satisfaction,
    release and termination of Live Earth’s indebtedness to
    such party upon consummation of the transactions contemplated
    under this Agreement.





    

    31








 







    (vii) Voting Agreement.  Joseph E.
    LoConti, Daniel J. Clark, Gregory J. Skoda and Patricia A. Skoda
    as Trustee of the Patricia A. Skoda Revocable Trust shall have
    executed and delivered a Voting Agreement in substantially the
    form attached hereto as Exhibit E.



 



    (viii) Consulting Services or Employment
    Agreement.  Chris Valerian shall have executed
    and delivered a Consulting Services or Employment Agreement in
    form reasonably acceptable to the parties thereto.



 



    (ix) Release of Encumbrances.  Any
    Liens listed on Schedule 7.1(k)(i) shall have been
    irrevocably released and the Live Earth Parties shall have
    delivered documentation reasonably acceptable to WCA Parent to
    evidence that such Liens have been released.



 



    (x) Stockholders’
    Agreement.  Joseph E. LoConti, Daniel J.
    Clark, Gregory J. Skoda and Patricia A. Skoda as Trustee of the
    Patricia A. Skoda Revocable Trust shall have executed and
    delivered a Stockholders’ Agreement in form reasonably
    acceptable to the parties thereto.



 



    7.2  Conditions
    to the Live Earth Parties’
    Obligations.  The obligations of the Live
    Earth Parties to the WCA Parties under this Agreement are
    subject to the fulfillment or waiver by Live Earth in writing on
    or before each Closing of each of the following conditions by
    the WCA Parties:



 



    (a) Representations and
    Warranties.  The representations and
    warranties of the WCA Parties contained in Article 4 shall
    be true and correct on and as of the Closing with the same
    effect as though such representations and warranties had been
    made on and as of the date of the Closing, except where the
    failure of any such representation or warranty to be true and
    correct would not reasonably be expected to have a Material
    Adverse Effect on the WCA Parties.



 



    (b) Performance.  The WCA Parties
    shall have performed and complied with all agreements,
    obligations and conditions contained in this Agreement or the
    Transaction Documents that are required to be performed or
    complied with by the WCA Parties on or before the Closing,
    except where the failure to so perform would not reasonably be
    expected to have a Material Adverse Effect, it being
    acknowledged that the failure to pay all or any portion of the
    Purchase Price shall be deemed to be failure to perform that
    would have a Material Adverse Effect.



 



    (c) No Actions or Proceedings.  No
    Proceeding shall be pending or threatened before any
    Governmental or Regulatory Authority which presents a
    substantial risk of the restraint or prohibition of the
    transactions contemplated by this Agreement or the Transaction
    Documents.



 



    (d) Government Approvals.  Other
    than the Ohio EPA Approval, all authorizations, permits,
    consents, orders or approvals of, or declarations or filings
    with, or expiration of waiting periods imposed by, any
    Governmental or Regulatory Authority necessary for the
    consummation of the transactions contemplated by this Agreement
    shall have been filed, occurred or been obtained.



 



    (e) Third-Party Consents.  All
    consents or waivers listed on Schedule 7.2(e) shall have
    been obtained.



 



    (f) Registration Rights
    Agreement.  The execution and delivery of the
    Registration Rights Agreement in substantially the form attached
    hereto as Exhibit D by the WCA Parties.



 



    (g) Stockholder Approval.  The
    issuance of all the Securities pursuant to this Agreement shall
    have been approved (and not rescinded) by the stockholders of
    WCA Parent.



 



    (h) Intercreditor Agreement with
    Comerica.  WCA Parent, Live Earth and Comerica
    shall have entered into an intercreditor agreement upon terms
    reasonably acceptable to WCA Parent pursuant to with the
    Comerica Payment will be repaid to WCA Parent in connection with
    the Unwinding and the secured credit arrangement between Live
    Earth and Comerica would be reestablished upon the Unwinding.



 



    (i) Instruction Letter to Transfer
    Agent.  WCA Parent shall have delivered, or
    caused to be delivered, to Continental Stock
    Transfer & Trust Company an instruction letter in
    form reasonably acceptable to Live Earth regarding the issuance
    of the Earn-Out Shares pursuant to the terms hereto.





    

    32








 







    (j) WCA Party Deliveries.  The
    applicable WCA Party shall have delivered, or caused to be
    delivered, to Live Earth the following (which shall be in form
    and substance satisfactory to Live Earth):



 



    (i) Compliance Certificate.  The
    President of WCA Parent shall have delivered to Live Earth at
    the Closing a certificate stating that the conditions specified
    in Sections 7.2(a) and (b) have been fulfilled.



 



    (ii) Bill of Sale and Assignment and Assumption
    Agreement.  WCA Parent shall have executed and
    delivered a Bill of Sale and Assignment and Assumption Agreement
    in substantially the form attached hereto as
    Exhibit C.



 



    (iii) Earn-Out Escrow
    Agreement.  WCA Parent shall have executed and
    delivered the Earn-Out Escrow Agreement in substantially the
    form attached hereto as Exhibit A and the Earn-Out
    Certificates to the Escrow Agent.



 



    (iv) Closing Shares Escrow
    Agreement.  WCA Parent shall have executed and
    delivered the Closing Shares Escrow Agreement in
    substantially the form attached hereto as Exhibit B
    and the Closing Shares to the Escrow Agent.



 



    (v) the Cash Purchase Price to the Live Earth Parties as
    set forth on Schedule 2.1(a).



 



    (vi) payment of the Comerica Payment.



 



    (vii) payment of the Other Indebtedness Payment.



 



    (viii) the Earn-Out Certificates to the Escrow Agent to be
    held in the Earn-Out Escrow in accordance with Section 2.2.



 



    (ix) the Closing Shares to the Escrow Agent to be held in
    the Closing Shares Escrow for the benefit of the Live Earth
    Parties as set forth on Schedule 2.1(f).



 



    (x) the Estimated Working Capital Payment Amount.



 



    (xi) Registration Rights
    Agreement.  WCA Parent shall have executed and
    delivered the Registration Rights Agreement in substantially the
    form attached as Exhibit D hereto.



 



    (xii) Voting Agreement.  WCA Parent
    shall have executed and delivered a Voting Agreement in
    substantially the form attached hereto as Exhibit E
    hereto.



 



    (xiii) Stockholders’
    Agreement.  WCA Parent shall have executed and
    delivered a Stockholders’ Agreement in form reasonably
    acceptable to the parties thereto.



 



    (xiv) Ohio EPA Notice.  The WCA
    Parties shall have received a notification from the Ohio EPA
    exempting the WCA Parties from compliance with
    Section 3734.42(F)(1) of the Ohio Revised Code and
    Rule 109:6-1-02(A)(3)
    of the Ohio Administrative Code.



 



    8.  Termination



 



    8.1  Termination.  This
    Agreement may be terminated, and the transactions contemplated
    hereby may be abandoned:



 



    (a) at any time before the Closing, by mutual written
    agreement of the Live Earth Parties and the WCA Parties;



 



    (b) at any time before the Closing, by the Live Earth
    Parties or the WCA Parties, in the event (i) of a material
    breach hereof by the non-terminating party if such
    non-terminating party fails to cure such breach within five
    (5) Business Days following notification thereof by the
    terminating party or (ii) upon notification of the
    non-terminating party by the terminating party that the
    satisfaction of any condition to the terminating party’s
    obligations under this Agreement becomes impossible or
    impracticable with the use of commercially reasonable efforts if
    the failure of such condition to be satisfied is not caused by a
    breach hereof by the terminating party; or





    

    33








 







    (c) at any time after April 30, 2010 by the Live Earth
    Parties or the WCA Parties upon notification of the
    non-terminating party by the terminating party if the Closing
    shall not have occurred on or before such date and such failure
    to consummate is not caused by a breach of this Agreement by the
    terminating party.



 



    8.2  Effect
    of Termination.  If this Agreement is validly
    terminated pursuant to Section 8.1, this Agreement will
    forthwith become null and void, and there will be no liability
    or obligation on the part of the Live Earth Parties or the WCA
    Parties (or any of their respective officers, directors,
    employees, agents or other representatives or Affiliates),
    except as provided in the next succeeding sentence and except
    that the provisions with respect to expenses in
    Section 10.1 will continue to apply following any such
    termination. Notwithstanding any other provision in this
    Agreement to the contrary, upon termination of this Agreement
    pursuant to Article 8, the Live Earth Parties will remain
    liable to the WCA Parties for any willful breach of this
    Agreement by the Live Earth Parties existing at the time of such
    termination, and the WCA Parties will remain liable to the Live
    Earth Parties for any willful breach of this Agreement by the
    WCA Parties existing at the time of such termination, and the
    Live Earth Parties or the WCA Parties may seek such remedies,
    including damages and fees of attorneys, against the other with
    respect to any such breach as are provided in this Agreement or
    as are otherwise available at Law or in equity.



 



    9.  Certain Definitions



 



    “Acquired Businesses” means the business
    conducted by the Live Earth Companies.



 



    “Affiliate” means (a) any entity directly
    or indirectly controlled by, controlling or under common control
    with a Party; (b) any director or executive officer of such
    party or of any entity referred to in (a) above; and
    (c) if any Party is an individual, any member of the
    immediate family (including parents, spouse, siblings, children
    and grandchildren) of such individual and any trust whose
    principal beneficiary is such individual or one or more members
    of such immediate family and any Person who is controlled by any
    such member or trust. For purposes of this definition, any
    Person which owns directly or indirectly 10% or more of the
    securities having ordinary voting power for the election of
    directors or other governing body of a corporation or 10% or
    more of the partnership or other ownership interests of any
    entity (other than as a limited partner of such other entity)
    will be deemed to “control” (including, with its
    correlative meanings, “controlled by” and “under
    common control with”) such Person.



 



    “Benefit Plan” means any collective bargaining
    agreement or any bonus, pension, profit sharing, deferred
    compensation, incentive compensation, stock ownership, stock
    purchase, stock option, phantom stock, retirement, vacation,
    severance, disability, death benefit, hospitalization, medical,
    dependent care, cafeteria, employee assistance, scholarship or
    other plan, program, arrangement or understanding (whether or
    not legally binding) maintained in whole or in part, contributed
    to, or required to be contributed to by the Companies for the
    benefit of any of their respective present or former officers,
    employees or directors which is not a Pension Plan or Welfare
    Plan.



 



    “Cash Flow” shall mean, for the period from the
    Closing Date to the Unwind Closing Date, Cash Flow determined in
    accordance with GAAP.



 



    “Claims” means any claims, liabilities,
    actions, causes of action (arising under common law, contract or
    statute), suits, judgments, demands, liens, or governmental
    investigations by any Person relating to the Live Earth
    Companies, any Transferred Asset or Assumed Liability including,
    but not limited to, any Employee Benefit Claim, Environmental
    Claim, Litigation Claim, Tax Claim or Title Claim.



 



    “Current Assets” has the meaning assigned to it
    under GAAP.



 



    “Current Liabilities” has the meaning assigned
    to it under GAAP.



 



    “Disposal” or
    “disposed” means the discharge, deposit,
    injection, dumping, spilling, leaking or placing of any
    Polluting Substance into or on any land or water so that such
    Polluting Substance or any constituent thereof may enter the
    environment or be emitted into the air or discharged into any
    waters, including ground waters.





    

    34








 







    “EBITDA” shall mean, for any period,
    consolidated net income for such period determined in accordance
    with GAAP plus, (A) without duplication and only to the
    extent reflected as a charge or reduction in the statement of
    such consolidated net income for such period, the sum of
    (a) income taxes expense, (b) interest and
    amortization expense, (c) restructuring charges and
    (d) any corporate office overhead allocations, such as
    management fees and acquisition costs but excluding operating
    cost pass-through expenses such as insurance premiums.



 



    “Employee Benefits Claim” means all claims,
    liabilities notices, actions, causes of action (arising under
    common law, contract or statute), suits, judgments, demands,
    liens, governmental or private investigations arising under any
    Pension Plan, Welfare Plan or other Benefit Plan.



 



    “Environmental Claim(s)” means all claims,
    liabilities, notices, actions, causes of action (arising under
    common law, contract or statute), suits, judgments, demands,
    liens, governmental or private investigations or testing,
    demands to study or notification of status of being potentially
    responsible for
    clean-up of
    any facility or for being in violation or in potential violation
    of any requirement of Environmental Law, whether threatened,
    sought, brought or imposed relating to or which seeks to impose
    liability or to recover damages, losses, payments, penalties,
    costs, fines, penalties, disbursements or expenses (including,
    without limitation, fees disbursements and expenses of attorneys
    and other professional advisors and of expert witnesses and
    costs of investigation, testing and preparation) regarding any
    Live Earth Company or any of its facilities, its assets or any
    operations conducted by such Live Earth Company for:
    (a) improper use or treatment of wetlands, pinelands or
    other protected land or wildlife; (b) pollution,
    contamination, preservation, protection, decontamination,
    remediation or
    clean-up of
    the air, surface water, groundwater, soil or protected lands;
    (c) exposure of persons or property to Polluting Substances
    and the effects thereof; or (d) the release, threatened
    release, generation, extraction, mining, presence, manufacture,
    processing, distribution in commerce, use, handling, discharge,
    recycling, management, transfer, transportation, treatment,
    storage, Disposal or remediation of Polluting Substances. The
    term “Environmental Claim” also includes any costs
    incurred in responding to efforts to require or in testing for
    the need for Remediation and any claim based upon any asserted
    or actual breach or violation of any requirements of
    Environmental Law.



 



    “Environmental Law(s)” means any and all
    federal, state and local laws, ordinances, rules, regulations,
    operational memoranda, interpretations and orders of courts or
    administrative agencies or authorities relating to pollution,
    contamination, preservation, protection or cleanup of the
    environment (including, without limitation, ambient air, surface
    water, ground water, land surface, wildlife, wetlands and
    subsurface strata), including, without limitation, the
    Comprehensive Environmental Response, Compensation and Liability
    Act of 1980, as amended; the Solid Waste Disposal Act, as
    amended (“RCRA”); the Atomic Energy Act
    of 1954, as amended; the Hazardous Materials Transportation Act,
    as amended; the Toxic Substances Control Act, as amended; the
    Pollution Prevention Act of 1990, as amended; the Emergency
    Planning and Community Right to know Act, as amended; the Clean
    Air Act, as amended; the Clean Water Act, as amended; the Oil
    Pollution Act of 1990, as amended; the Safe Drinking Water Act,
    as amended; the Occupational Safety and Health Act, as amended;
    all regulations promulgated under any of the foregoing from time
    to time; and any and all other laws, rules and regulations
    relating to (a) improper use or treatment of wetlands,
    pinelands or other protected land or wildlife;
    (b) pollution, contamination, preservation, protection,
    decontamination, remediation or
    clean-up of
    the air, surface water, groundwater, soil or protected lands;
    (c) exposure of persons or property to Polluting Substances
    and the effects thereof; or (d) the release, threatened
    release, generation, extraction, mining, presence, manufacture,
    processing, distribution in commerce, use, handling, discharge,
    recycling, management, transfer, transportation, treatment,
    storage, Disposal or remediation of Polluting Substances. Any
    specific references to a law shall include any amendments to it
    promulgated from time to time.



 



    “Governmental or Regulatory Authority” means
    any court or federal, state, municipal or other governmental
    department, commission, board, bureau, agency or instrumentality
    having jurisdiction over such Live Earth Company or any of their
    respective assets or businesses.



 



    “Knowledge of the Live Earth Parties” means the
    actual knowledge of Christopher Valerian, Daniel Clark, James
    Lyon, Edward Brdicka, Joseph LoConti and Charles Hamm after
    reasonable inquiry of officers, directors and other employees or
    consultants of such party (or subsidiaries of such party)
    reasonably believed






    

    35








 







    to have knowledge of or who is responsible for such matters
    after such officer, director or employee shall have performed
    reasonable due diligence to investigate such matter.



 



    “Knowledge of the WCA Parties” means the actual
    knowledge of the executive officers of WCA Parent after
    reasonable inquiry of officers, directors and other employees or
    consultants of such party (or subsidiaries of such party)
    reasonably believed to have knowledge of or who is responsible
    for such matters after such officer, director or employee shall
    have performed reasonable due diligence to investigate such
    matter.



 



    “Laws” means the requirements, standards,
    criteria and conditions set forth in applicable federal, state
    and local statutes, ordinances, permits, licenses, orders,
    approvals, variances, rules and regulations, including, without
    limitation, all such laws, rules, ordinances, decrees and orders
    relating to intellectual property protection, transportation,
    wage and hour, antitrust matters, consumer protection, currency
    exchange, environmental protection, equal employment
    opportunity, health and occupational safety, pension and
    employee benefit matters, securities and investor protection
    matters, labor and employment matters, and
    trading-with-the-enemy matters.



 



    “Lien” means any lien, mortgage, charge,
    restriction, pledge, security interest, option, lease, claim,
    easement, encroachment or other encumbrance of any kind or
    nature whatsoever or however arising, including any Tax lien.



 



    “Licenses” means all licenses, permits
    (including, without limitation, environmental, construction and
    operation permits), franchises, certificates (including, without
    limitation, certificates of occupancy) and other authorizations.



 



    “Litigation Claim” means all claims,
    liabilities notices, actions, causes of action (arising under
    common law, contract or statute), suits, judgments, demands,
    liens, governmental or private investigations arising pursuant
    to any Proceedings involving any Live Earth Party.



 



    “Loss” means any loss, damage, injury,
    liability, claim, demand, Proceeding, settlement, judgment,
    award, punitive damage, fine, penalty, tax, fee, charge, cost or
    expense (including, without limitation, costs of attempting to
    avoid or in opposing the imposition thereof, interest,
    penalties, costs of preparation and investigation, and the
    reasonable fees, disbursements and expenses of attorneys,
    accountants and other professional advisors) with respect to any
    claim, as well as with respect to compliance with the
    requirements of the Environmental Laws or Environmental Claims.



 



    “Material Adverse Effect” shall mean any
    material adverse change in or effect on, or any change that may
    reasonably be expected to have a material adverse effect on,
    (a) the business, operations, assets, liabilities,
    condition (financial or otherwise), or results of operations of
    such Person or (b) the ability of such Person to consummate
    the transactions contemplated by this Agreement or any related
    agreement to which it is a party.



 



    “NASDAQ” shall mean The Nasdaq Global Market.



 



    “Parties” means the WCA Parties and the Live
    Earth Parties, collectively.



 



    “Permitted Liens” means (a) those
    encumbrances to title listed on Section 3.12 of the Live
    Earth Disclosure Schedule, (b) mechanic’s,
    materialmen’s, landlord’s and similar liens,
    (c) liens arising under worker’s compensation,
    unemployment insurance, social security, retirement and similar
    legislation, (d) liens on goods in transit incurred
    pursuant to documentary letters of credit, in each case arising
    in the ordinary course of business, (e) liens for Taxes not
    yet due and payable, (f) liens for Taxes which are being
    contested in good faith and by appropriate proceedings,
    (g) liens relating to capitalized lease financings or
    purchase money financings that have been entered into in the
    ordinary course of business, (h) liens arising solely by
    action of the WCA Parties, and (h) liens which do not
    materially and adversely impair the use or value of the
    Transferred Assets.



 



    “Person” means an individual, corporation,
    partnership, association, joint stock company, limited liability
    company, Governmental or Regulatory Authority, trust,
    unincorporated organization or other legal entity.



 



    “Polluting Substances” means (a) any
    material, waste or substance designated, classified, regulated
    or included within the statutory
    and/or
    regulatory definitions of “hazardous substances,”
    “radioactive material,”






    

    36








 







    “hazardous waste,” “extremely hazardous
    substance,” “hazardous chemical,” “regulated
    substance,” “contaminant,” “pollutant,”
    “hazardous material,” or “toxic substance”
    under any Environmental Law; (b) any material, waste or
    substance which is or contains hydrocarbons, petroleum, oil or a
    fraction thereof; (c) radioactive material (including
    regulated naturally occurring radioactive materials);
    (d) solid waste, as defined under RCRA other than which is
    disposed of in compliance with applicable Environmental Laws,
    that poses an imminent and substantial endangerment to health or
    the environment; (e) such other substances, materials, or
    wastes that become classified or regulated as hazardous or toxic
    under any federal, state or local law or regulation from time to
    time; and (f) methane to the extent it is not being managed
    in accordance with applicable Law. To the extent that the laws
    or regulations of any applicable state or local jurisdiction
    establish a meaning for any term defined herein through
    reference to federal Environmental Laws which is broader than
    the meaning under such federal Environmental Laws, such broader
    meaning shall apply.



 



    “Proceeding” means any action, suit, claim,
    investigation, review or other judicial, administrative,
    arbitral, investigatory or other proceeding.
    “Proceeding” includes all post-judgment actions
    (including but not limited to appeals and actions for
    collection), and shall be considered a “Proceeding”
    until such time as a final, non-appealable determination has
    been issued. If any Proceeding is settled, such Proceeding shall
    be deemed final upon the completion of all obligations of all
    parties to such settlement.



 



    “Remediation” means any action necessary to
    bring about compliance with the requirements of Environmental
    Law related to release of Polluting Substances including
    (a) services of professionals; (b) the removal and
    Disposal, in situ remediation, or containment (if containment is
    practical under the circumstances and is permissible within
    requirements of Environmental Law), investigation, or monitoring
    of any and all Polluting Substances at or on any Business
    Facility of any Company; or (c) the taking of reasonably
    necessary precautions to protect against the release or
    threatened release of Polluting Substances at, on, in, about,
    under, within or near the air, soil, surface water, groundwater
    or soil vapor at any Business Facility of any Company or any
    surrounding areas thereof.



 



    “Seller Parties” means those Persons set forth
    on Schedule 2.1(f).



 



    “Subsidiary” means, when used with respect to
    any party, any corporation, partnership or other organization,
    whether incorporated or unincorporated, which such party owns
    more than fifty percent (50%) of the aggregate voting power (or
    of any other form of voting equity interests in the case of a
    Person that is not a corporation) of which is beneficial owned
    by that party directly or indirectly through one or more other
    Persons.



 



    “Tax” means any tax of any kind, however
    denominated, including any interest, penalties, fines or other
    additions to tax that may become payable in respect thereof or
    in respect of a failure to comply with any requirement relating
    to any Tax Return, imposed by any federal, territorial, state,
    local or foreign Governmental Entity, including all income,
    gross income, gross receipts, profits, goods and services,
    social security, health, old age security, federal pension plan,
    state pension plan, sales and use, ad valorem, excise, custom,
    franchise, business license, property, occupation, real property
    gains, payroll and employee withholding, unemployment or
    employment insurance, real and personal property, stamp,
    environmental, transfer, workers’ compensation, payroll,
    severance, alternative minimum, windfall, and capital gains
    taxes, premiums, surtaxes, charges, levies, assessments,
    reassessments, and other obligations of the same or a similar
    nature to any of the foregoing whether or not shown on a Tax
    Return, whether computed on a separate or consolidated, unitary
    or combined basis or in any other manner, whether disputed or
    not and including any obligation to indemnify or otherwise
    assume or succeed to the Tax liability of any other Person.



 



    “Tax Claim” means any tax owed, due or payable
    by any Live Earth Party.



 



    “Tax Return” means all tax returns,
    declarations, reports, estimates, information returns and
    statements or any other schedule or attachment thereto and
    including any amendment thereof required to be filed with any
    Taxing Authority, or provided to any partner, stockholder, joint
    venturer or member under federal, state, local or foreign Laws
    (including reports with respect to backup withholding and
    payments to Persons other than Taxing Authorities), and annual
    tax returns or information returns on behalf of employee benefit
    plans sponsored by Sun or any of its respective ERISA Affiliates.





    

    37








 







    “Taxing Authority” means any Governmental
    Entity responsible for the imposition, assessment, enforcement
    or collection of any Tax.



 



    “Title Claims” means any claims,
    liabilities notices, actions, causes of action (arising under
    common law, contract or statute), suits, judgments, demands,
    liens, governmental or private investigations arising due to any
    Lien or encumbrance, other than a Permitted Lien, on any
    property or assets owned or used by any Live Earth Company.



 



    10.  General



 



    10.1  Costs.  The
    parties shall pay their respective expenses (including, without
    limitation, the fees, disbursements and expenses of their
    attorneys and accountants) in connection with the negotiation
    and preparation of this Agreement and the consummation of the
    transactions contemplated hereby.



 



    10.2  Entire
    Agreement.  This Agreement, together with all
    exhibits and schedules hereto, each of which are hereby
    incorporated by this reference and made a part hereof, embodies
    the entire agreement and understanding between the parties
    hereto relating to the subject matter hereof and supersedes any
    prior agreements and understandings relating to the subject
    matter hereof.



 



    10.3  Counterparts.  This
    Agreement may be executed in any number of counterparts, each of
    which shall be deemed an original, but all of which collectively
    shall constitute one and the same instrument representing this
    Agreement between the parties hereto, and it shall not be
    necessary for the proof of this Agreement that any party produce
    or account for more than one such counterpart. Facsimile
    signatures shall be given the same force and effect as original
    signatures and shall be treated for all purposes and intents as
    original signatures.



 



    10.4  Notices.  All
    notices, requests, demands and other communications under this
    Agreement shall be in writing and shall be deemed to have been
    duly given (i) on the day of service if served personally
    on the party to whom notice is to be given, (ii) on the day
    of transmission if sent via facsimile transmission to the
    facsimile number given below, (iii) on the day after
    delivery to an overnight courier service, or (iv) on the
    fifth day after mailing, if mailed to the party to whom notice
    is to be given, by first class mail, registered or certified,
    postage prepaid and properly addressed, to the party as follows:



 


	 	 	 
	

    If to the WCA Parties:


	
 
	
    WCA Waste Corporation

    One Riverway, Suite 1400

    Houston, Texas 77056

    Attention: President

    Facsimile:
    713-292-2455

	
 
	
 
	
 

	

    Copy to:


	
 
	
    Andrews Kurth LLP

    600 Travis, Suite 4200

    Houston, Texas 77002

    Attention: Jeff Dodd

    Facsimile:
    713-238-7368

	
 
	
 
	
 

	

    If to Live Earth:


	
 
	
    Live Earth LLC

    6140 Parkland Blvd., Suite 300

    Mayfield Heights, Ohio 44124

    Attention: Daniel Clark

    Facsimile:
    440-995-5111

	
 
	
 
	
 

	

    Copy to:


	
 
	
    Baker & Hostetler LLP

    3200 National City Center

    1900 East Ninth Street

    Cleveland, OH 44114

    Attention: Phillip Callesen

    Facsimile:
    216-696-7040









 



    Any party may change its address for the purpose of this
    Section 10.4 by giving the other party written notice of
    its new address in the manner set forth above.





    

    38








 







    10.5  Modification
    or Waiver.  This Agreement may be amended,
    modified or superseded, and any of the terms, covenants,
    representations, warranties or conditions hereof may be waived,
    but only by a written instrument executed by the parties hereto.
    No waiver of any nature, in any one or more instances, shall be
    deemed to be or construed as a further or continued waiver of
    any condition or any breach of any other term, covenant,
    representation or warranty in this Agreement.



 



    10.6  Binding
    Effect and Assignment.  Except as otherwise
    provided in this Agreement, no party hereto shall assign this
    Agreement or any rights or obligations hereunder without the
    prior written consent of the other Party hereto and any such
    attempted assignment without such prior written consent shall be
    void and of no force and effect. This Agreement shall inure to
    the benefit of and shall be binding upon the successors and
    permitted assigns of the parties hereto.



 



    10.7  Governing
    Law; Venue.



 



    (a) THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS
    VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT
    (INCLUDING, WITHOUT LIMITATION, PROVISIONS CONCERNING
    LIMITATIONS OF ACTION), SHALL BE GOVERNED BY AND CONSTRUED IN
    ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO (EXCLUSIVE OF THE
    CONFLICT OF LAW PROVISIONS THEREOF) APPLICABLE TO AGREEMENTS
    MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.



 



    (b) THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
    WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN
    ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND
    FOR ANY COUNTERCLAIM THEREIN.



 



    10.8  Section Headings.  The
    section headings contained in this Agreement are inserted for
    convenience of reference only and shall not affect the meaning
    or interpretation of this Agreement.



 



    10.9  Severability.  If
    for any reason whatsoever, any one or more of the provisions
    hereof shall be held or deemed to be illegal, inoperative,
    unenforceable or invalid as applied to any particular case or in
    all cases, such circumstances shall not have the effect of
    rendering such provision illegal, inoperative, unenforceable or
    invalid in any other case or of rendering any of the other
    provisions hereof illegal, inoperative, unenforceable or
    invalid. Furthermore, in lieu of each such illegal, invalid,
    unenforceable or inoperative provision, there shall be added
    automatically, as part of this Agreement, a provision similar in
    terms of such illegal, invalid, unenforceable or inoperative
    provision as may be possible and as shall be legal, valid,
    enforceable and operative.



 



    10.10  Drafting.  The
    parties acknowledge and confirm that they
    and/or their
    respective attorneys have participated jointly in the review and
    revision of this Agreement and that it has not been written
    solely by any one party or counsel for any one party. The
    parties therefore stipulate and agree that the rule of
    construction to the effect that any ambiguities are to be or may
    be resolved against the drafting party shall not be employed in
    the interpretation of this Agreement to favor any party against
    another.



 



    10.11  References.  The
    use of the words “hereof,” “herein,”
    “hereunder,” “herewith,” “hereto,”
    “hereby,” and words of similar import shall refer to
    this entire Agreement, and not to any particular article,
    section, subsection, clause, or paragraph of this Agreement,
    unless the context clearly indicates otherwise.



 



    10.12  Calendar
    Days, Weeks, Months and Quarters.  Unless
    otherwise specified herein, any reference to “day,”
    “week,” “month” or “quarter”
    herein shall mean a calendar day, week, month or quarter.



 



    10.13  Gender;
    Plural and Singular.  Unless the context
    clearly indicates otherwise, the singular shall include the
    plural and vice versa. Whenever the masculine, feminine or
    neuter gender is used inappropriately in this Agreement, this
    Agreement shall be read as if the appropriate gender had been
    used.



 



    10.14  Cumulative
    Rights.  All rights and remedies specified
    herein are cumulative and are in addition to, not in limitation
    of, any rights or remedies the parties may have by statute, at
    law, in equity, or otherwise, and all such rights and remedies
    may be exercised singularly or concurrently.





    

    39








 







    10.15  No
    Implied Covenants.  Each party, against the
    other, waives and relinquishes any right to assert, either as a
    claim or as a defense, that any other Party is bound to perform
    or liable for the nonperformance of any implied covenant or
    implied duty or implied obligation.



 



    10.16  Indirect
    Action.  Where any provision hereof refers to
    action to be taken by any person or party, or which such person
    or party is prohibited from taking, such provision shall be
    applicable whether the action in question is taken directly or
    indirectly by such person or party.



 



    10.17  Attorneys’
    Fees.  The prevailing party in any dispute
    between the parties arising out of the interpretation,
    application or enforcement of any provision hereof shall be
    entitled to recover all of its reasonable attorneys’ fees
    and costs whether suit be filed or not, including without
    limitation costs and attorneys’ fees related to or arising
    out of any trial or appellate proceedings.



 



    10.18  Time
    of the Essence.  With regard to all dates and
    time periods set forth or referred to in this Agreement, time is
    of the essence.



 



    10.19  No
    Third-Party Beneficiaries.  This Agreement
    shall not confer any rights or remedies upon any person other
    than the parties and their respective successors and permitted
    assigns, except for Sections 2.1(f), 2.2, 2.3, 2.4, 4.2,
    4.3, 4.4, 4.12, 4.14, 4.15, 5.7, 5.10, 6.1 and 7.2(f) shall be
    deemed to be for the benefit of LEF, HBK/Bernard and Fenwick
    Smith.



 



    [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





    

    40








 







    IN WITNESS WHEREOF, the undersigned have executed this Agreement
    as of the date first above stated.



 



    WCA PARTIES:

    



 



    WCA WASTE CORPORATION, a Delaware corporation



 


			
	 	    By: 
	
    /s/  Tom
    J. Fatjo, Jr.









    Name:     Tom J. Fatjo, Jr.



			
	 	    Title: 
	
    Chief Executive Officer




 



     WCA OF MASSACHUSETTS, LLC, a

    Delaware limited liability company



 


			
	 	    By: 
	
    /s/  Tom
    J. Fatjo, Jr.









    Name:     Tom J. Fatjo, Jr.



			
	 	    Title: 
	
    Chairman




 



    WCA OF OHIO, LLC, a Delaware limited liability company



 


			
	 	    By: 
	
    /s/  Tom
    J. Fatjo, Jr.









    Name:     Tom J. Fatjo, Jr.



			
	 	    Title: 
	
    Chairman




 



    Signature Page to




    Equity Interest and Asset Purchase Agreement





    

    41








 







     LIVE EARTH PARTIES:

    



 



    LIVE EARTH LLC, an Ohio limited liability company



 


			
	 	    By: 
	
    /s/  Christopher
    Valerian









    Name:     Christopher Valerian



			
	 	    Title: 
	
    President




 



    CHAMPION CITY RECOVERY, LLC, a

    Massachusetts limited liability company



 


			
	 	    By: 
	
    /s/  Christopher
    Valerian









    Name:     Christopher Valerian



			
	 	    Title: 
	
    President




 



    BOXER REALTY REDEVELOPMENT, LLC, a Massachusetts limited
    liability company



 


			
	 	    By: 
	
    /s/  Christopher
    Valerian









    Name:     Christopher Valerian



			
	 	    Title: 
	
    President




 



    SUNNY FARMS LANDFILL, LLC, an Ohio

    limited liability company



 


			
	 	    By: 
	
    /s/  Christopher
    Valerian









    Name:     Christopher Valerian



			
	 	    Title: 
	
    President




 



    NEW AMSTERDAM & SENECA RAILROAD COMPANY, LLC,
    an Ohio limited liability company



 


			
	 	    By: 
	
    /s/  Christopher
    Valerian









    Name:     Christopher Valerian



			
	 	    Title: 
	
    President






    

    42